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RealStores Terms And Conditions
1. INTRODUCTION.
In this Service Agreement ("Agreement"), "you" and "your" refer to each customer ("Customer") and its agents,
including each person listed in your account information as being associated with your account, and "we", "us" and
"our" refer collectively to RealStores, LLC and its affiliates ("RealStores"). This Agreement explains our
obligations to you, and your obligations to us in relation to the service(s) you use or otherwise made available
to you by RealStores in connection with the design and management of your web site or web sites identified during
the sign-up process and approved by RealStores or as later identified by Customer and approved by RealStores in
writing (each a "Web Site" or collectively, the "Web Sites"), whether for a fee as part of a periodic subscription
or free of charge, as may be offered by RealStores from time to time at its option and in its sole
discretion (collectively, the "Services"). You agree to establish an account with us for such Services.
When you use your account or permit someone else to use your account to purchase or otherwise acquire access to
additional Services or to modify or cancel your Services (even if we were not notified of such authorization),
this Agreement as amended covers any such Service or actions. Additionally, you agree that each person listed in
your account information as being associated with your account for any Services provided to you (including, but not
limited to, web site development and hosting services) is your agent with full authority to act on your behalf with
respect to such Services in accordance with the permissions granted, and shall have the authority, without limitation,
to terminate, transfer, or modify such Services or your account information, or purchase additional Services.
Any acceptance of your application(s) or requests for our Services and the performance of our Services will
occur at our offices in New York, New York, the location of our principal place of business. Except as otherwise
expressly set forth in this Agreement, you agree that if you list, directly or by default, RealStores as a contact
for your account and/or any of the Services in your account, we have the right, without notice, to remove our name
and/or information from any such account or service and to replace the same with the name and/or information provided
by you for any other contact associated with that account or service.
2. VARIOUS SERVICES.
Sections 1 through 28 of this Agreement apply to any and all of the Services that you use, access and/or purchase.
The Schedules to this Agreement apply to the particular Service that you use, access and/or purchase. In the event of
any inconsistency between the terms of Sections 1 through 28 and the terms of the Schedules, the terms of the
Schedules shall control with regard to the applicable Service. IMPORTANT NOTICE CONCERNING BUNDLED SERVICES:
If you purchase Services that are sold together as a “bundled” package, termination of any part of the Services
will result in termination of all Services provided as part of the bundled package. Please see Section 10(c) of
this Agreement for more information. You acknowledge and agree that some or all of the Services you purchase or
receive from us may be provided by one or more vendors, contractors or affiliates selected by RealStores in its
sole discretion.
3. POLICIES REGARDING FEES; PAYMENT AND LATE PAYMENTS.
(a) RealStores currently offers its Services to you free of charge in consideration for your agreement to be bound
by the terms and conditions set forth in this Agreement and any schedules attached hereto. RealStores reserves the
right to modify its policies at any time and from time to time and to charge for Services. However, in such event,
RealStores will notify you of a change in its policy, how it will affect the Services provided and whether any charges
will apply.
(b) If RealStores amends its policies regarding its Services and elects to charge a fee for such Services, as
consideration for the Services you receive, you agree to pay RealStores the applicable Service(s) fees (the
"Service Fees"), if any, set forth on our web site at the time of your selection, or, if applicable, upon receipt
of your invoice from RealStores. Billing for Services shall be by valid credit card (acceptable to RealStores).
All Service Fees are due immediately and are non-refundable, unless otherwise expressly noted in one or more of
the Schedules to this Agreement. Service Fees shall be automatically charged to the credit card provided by
you (and acceptable to RealStores) at the time of your purchase (with such payments being charged in advance of
the applicable billing period), and you hereby agree that RealStores is authorized to so charge your credit card.
RealStores shall not be required to furnish any services to you prior to receipt of payment. The billing period
shall be dependent upon the Services selected by you. Unless otherwise specified in a Schedule or on our web site,
each RealStores Service is provided on a month-to-month basis and automatically renewable each month until terminated
by either RealStores or you pursuant to this Agreement. Each billing period in which Services continues shall be
subject to our then current terms and conditions, including, but not limited to, payment of all applicable Service
Fees. RealStores, in its sole discretion, shall determine the prices it will charge for the Services, and the terms
and conditions applicable to the same.
(c) RealStores may amend pricing from time to time in its discretion, effective upon sending written notice via
email to you. RealStores may also amend the terms and conditions of the Services from time to time by modifying
this Agreement or an applicable Schedule by posting the same on our web site. You agree to review such modifications
and your use of the Services shall constitute acceptance of all terms and conditions as then currently in effect as
they relate to the Services selected by you. If you do not agree to any such pricing and/or terms and conditions
change(s), you may cancel your subscription to the Services by delivering written notice to RealStores or through
another method provided on our web site; otherwise all such changes shall thereafter become effective with respect
to your account on the date set forth in the written notice to you or such changes are posted on our web site, as
the case may be. You agree that we are authorized to charge your credit card for any new Services Fees at the
beginning of your next billing period. Additional payment terms may apply to the Services you receive, as set forth
in the applicable Schedules to this Agreement or in the plans you select. In any event, you are solely responsible
for the credit card information you provide to RealStores and must promptly inform RealStores of any changes
thereto (e.g., change of expiration date or account number). All payments of Service Fees for Services shall be made
in U.S. dollars. Set up fees, if any, will become payable on the applicable effective date for the applicable
Services.
(d) Late Payments. In addition to any rights and remedies available to RealStores hereunder, at law or in equity,
if Customer fails to pay any fees due hereunder, RealStores may immediately suspend all Services subscribed to by
you and may impose a late charge equal to the greater of two percent (2%) per month or the maximum allowable interest
rate under applicable law. Customer shall be liable for any costs and expenses (including reasonable attorneys’ fees)
incurred by RealStores in collecting any past due amounts hereunder, including late fees.
4. ACCURATE INFORMATION.
You agree to: (1) provide certain true, current, complete and accurate information about you as required by the
application process; and (2) maintain and update according to our modification procedures the information you provided
to us when purchasing our Services as needed to keep it current, complete and accurate. We rely on this information
to send you important information and notices regarding your account and our Services.
5. PRIVACY.
Our privacy and security policy is located on our web site (www.realstores.com) and is incorporated herein by
reference. This policy sets forth your and our rights and responsibilities with regard to your personal information.
You agree that we, in our sole discretion, may modify our privacy policy. We will post such revised policy on our web
site at least thirty (30) calendar days before it becomes effective. You agree that, by using our Services after
modifications to the privacy policy become effective, you have agreed to these modifications. You acknowledge that
if you do not agree to any such modification, you may terminate this Agreement. We will not refund any fees paid by
you (if any) if you terminate your Agreement with us. We will not process the personal data that we collect from you
in a way incompatible with the purposes and other limitations described in our privacy policy. You represent and
warrant that you have provided notice to, and obtained consent from, any third party individuals whose personal data
you supply to us as part of our Services with regard to: (i) the purposes for which such third party’s personal data
has been collected, (ii) the intended recipients or categories of recipients of the third party’s personal data, (iii)
which parts of the third party’s data are obligatory and which parts, if any, are voluntary; and (iv) how the third
party can access and, if necessary, rectify the data held about them. You further agree to provide such notice and
obtain such consent with regard to any third party personal data you supply to us in the future. We are not
responsible for any consequences resulting from your failure to provide notice or receive consent from such individuals
nor for your providing outdated, incomplete or inaccurate information.
6. OWNERSHIP.
Except as otherwise set forth herein, all right, title and interest in and to all, (i) registered and unregistered
trademarks, service marks and logos; (ii) patents, patent applications, and patentable ideas, inventions, and/or
improvements; (iii) trade secrets, proprietary information, and know-how; (iv) all divisions, continuations,
reissues, renewals, and extensions thereof now existing or hereafter filed, issued, or acquired; (v) registered and
unregistered copyrights including, without limitation, any forms, images, audiovisual displays, text, and software;
and (vi) all other intellectual property, proprietary rights or other rights related to intangible property which are
used, developed, comprising, embodied in, or practiced in connection with any of the Services (collectively, "RealStores
Intellectual Property Rights") are owned by RealStores or its licensors, and you agree to make no claim of interest
in or ownership of any such RealStores Intellectual Property Rights. You acknowledge that no title to the RealStores
Intellectual Property Rights is transferred to you, and that you do not obtain any rights, express or implied, in the
RealStores or its licensors’ service, other than the rights expressly granted in this Agreement. To the extent that
you create any “Derivative Work” (as defined herein), such Derivative Work shall be owned by RealStores and all right,
title and interest in and to each such Derivative Work shall automatically vest in RealStores. RealStores shall have
no obligation to grant you any right in any such Derivative Work. For purposes of this Agreement, "Derivative Work"
shall mean any work that is based upon one or more preexisting versions of a work provided to you, such as an
enhancement or modification, revision, translation, abridgement, condensation, expansion, collection, compilation or
any other form in which such preexisting works may be recast, transformed or adapted. Any feedback, data, answers,
questions, comments, suggestions, ideas or the like which Customer sends to RealStores relating to the Services will
be treated as being non-confidential and non-proprietary. RealStores may use, disclose or publish any ideas, concepts,
know-how or techniques contained in such information for any purpose whatsoever.
7. EXCLUSIVE REMEDY; TIME LIMITATION ON FILING ANY CLAIM.
YOU AGREE THAT OUR ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY, OR OTHERWISE, WITH RESPECT TO ANY REALSTORES
SERVICE(S) PROVIDED UNDER THIS AGREEMENT AND/OR FOR ANY BREACH OF THIS AGREEMENT IS LIMITED SOLELY TO THE AMOUNT YOU PAID FOR
SUCH SERVICE(S) IN THE PRIOR MONTH IMMEDIATELY PRECEDING THE DATE SUCH LIABILITY AROSE. IN NO EVENT SHALL REALSTORES, ITS
LICENSORS AND CONTRACTORS (INCLUDING, BUT NOT LIMITED TO, THIRD PARTIES PROVIDING SERVICES AS PART OF A SUBSCRIPTION SERVICE)
BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF REALSTORES HAS BEEN ADVISED OF THE POSSIBILITY
OF SUCH DAMAGES. TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY AS SET FORTH HEREIN
REALSTORES’ LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN SUCH STATES. RealStores and its licensors and contractors
disclaim any and all loss or liability resulting from, but not limited to: (1) loss or liability resulting from access delays
or access interruptions; (2) loss or liability resulting from data non-delivery or data mis-delivery; (3) loss or liability
resulting from acts of god; (4) loss or liability resulting from the unauthorized use or misuse of your username, account number,
password or other personally identifiable information you provide to us; (5) loss or liability resulting from errors, omissions,
or misstatements in any and all information or service(s) provided under this Agreement; (6) loss or liability relating to
the deletion of or failure to store any content or materials created or developed by you; (7) loss or liability resulting
from the development or interruption of your Web Site or RealStores’ Services; (8) loss or liability from your inability to
use our Services, including web site publishing or web site management services or any component of the subscription service;
or (9) loss or liability relating to limitations, incompatibilities, defects, or other problems inherent in java script, coding,
web browser compatibility, xml, xkms, or any other standard, occurrence or event not under RealStores’ sole control.
YOU AGREE THAT REGARDLESS OF ANY STATUTE OR LAW TO THE CONTRARY, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO THIS
AGREEMENT OR ANY OF OUR SERVICES MUST BE FILED WITHIN SIX MONTHS AFTER SUCH CLAIM OR CAUSE OF ACTION AROSE OR SUCH CLAIM SHALL
BE FOREVER BARRED.
8. DISCLAIMER OF WARRANTIES.
Customer acknowledges that, from time to time, Services may be inaccessible or inoperable, in whole or in part, for various
reasons, including, without limitation, periodic maintenance procedures or upgrades performed by RealStores or third parties on
behalf of RealStores and events of “Force Majeure” (as defined herein), including, without limitation, the interruption or
failure of telecommunication or digital transmission links, hostile network attacks or network congestion or other failures.
YOU AGREE THAT USE OF THE SERVICE(S) IS SOLELY AT YOUR OWN RISK. YOU AGREE THAT ALL SERVICES ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS,
EXCEPT AS OTHERWISE NOTED IN THIS AGREEMENT. WE AND OUR LICENSORS EXPRESSLY DISCLAIM 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. NEITHER REALSTORES NOR OUR LICENSORS MAKE ANY WARRANTY THAT SERVICE(S) LICENSED HEREUNDER WILL MEET YOUR
REQUIREMENTS, OR THAT THE SERVICE(S) WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE; NOR DO WE OR OUR LICENSORS MAKE
ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICE(S) OR AS TO THE ACCURACY OR RELIABILITY OF
ANY INFORMATION OBTAINED THROUGH OUR SERVICES. YOU UNDERSTAND AND AGREE THAT ANY MATERIAL AND/OR DATA DOWNLOADED OR OTHERWISE
OBTAINED THROUGH THE USE OF OUR SERVICES 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 SUCH MATERIAL AND/OR DATA. WE MAKE NO
WARRANTY REGARDING ANY GOODS OR SERVICES PURCHASED OR OBTAINED THROUGH ANY OF OUR SERVICES OR ANY TRANSACTIONS ENTERED INTO THROUGH
SUCH SERVICES. NO ADVICE OR INFORMATION, WHETHER ORAL OR WRITTEN, OBTAINED BY YOU FROM US OR THROUGH OUR SERVICES SHALL CREATE ANY
WARRANTY NOT EXPRESSLY MADE HEREIN, AND YOU MAY NOT RELY ON ANY SUCH INFORMATION OR ADVICE. TO THE EXTENT JURISDICTIONS DO NOT
ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, SOME OF THE ABOVE EXCLUSIONS MAY NOT APPLY TO YOU. WE ARE NOT RESPONSIBLE FOR AND SHALL
HAVE NO LIABILITY WITH RESPECT TO ANY PRODUCTS AND/OR SERVICES PURCHASED BY OR FROM YOU FROM OR BY A THIRD PARTY.
9. INDEMNITY.
You hereby release and agree to indemnify, defend and hold harmless RealStores and any of its affiliates, contractors
or agents, and each of their respective employees, officers, directors, shareholders, affiliates and assigns from all
liabilities, claims, damages, costs and expenses, including without limitation, reasonable attorneys’ fees, litigation
costs and expert witnesses, relating to or arising out of (a) this Agreement or the breach of your warranties,
representations and obligations under this Agreement, (b) the Services or your use of such Services, including, without
limitation, infringement or dilution by you, or someone else using our Service(s) from your computer, (c) any
intellectual property or other proprietary right of any person or entity, (d) a violation of any of our operating rules
or policies relating to the Service(s) provided, (e) any information or data you supplied to RealStores, including,
without limitation, any misrepresentation in your application, if applicable, (f) the inclusion of meta-tags or other
elements in any Web Site created for you or by you via the Services, or (g) any information, material, or services
available or made available to you through our web site or Services. When we are threatened with suit or sued by a
third party, we may seek written assurances from you concerning your promise to indemnify us; your failure to provide
those assurances may be considered by us to be a material breach of this Agreement. We shall have the right to
participate in any defense by you of a third-party claim related to your use of any of the Services, with counsel of
our choice at our own expense. We shall reasonably cooperate in the defense at your request and your sole cost and
expense. You shall have sole responsibility to defend us against any claim, but you must receive our prior written
consent regarding any related settlement. The terms of this Section 9 will survive any termination or cancellation
of this Agreement.
10. TERM; TERMINATION.
(a) Term. Services shall be on a month-to-month or annual basis for successive monthly or annual periods, as the case
may be, until either party notifies the other of termination or cancellation in accordance with this Agreement, and
subject to the then-current terms and conditions of this Agreement at the time of any renewal of your Service.
(b) Termination.
i. By You. You may terminate Services under one or more applicable Schedules. Termination shall be effective as of
the last date of the billing period in which you terminate Services. RealStores may permit you to terminate Services
through RealStores’ web site or, if such option is not available, by submitting written notice of termination to
RealStores’ notice address, setting forth the following information: (A) your RealStores customer identification,
email address and/or username; (B) the registered domain name associated with your account; and (C) your reason for
terminating such Services. Unless otherwise agreed to in writing (in either paper or electronic form), your Service
will be canceled as of the expiration of the billing period in which your notice was received; provided, that no
amounts due and owing are unpaid. In no event will you be entitled to a refund for Service Fees paid in advance of the
date of your termination, if any.
ii. By Us. You acknowledge that we may immediately terminate your account or any part of the Services subscribed to by
you at any time without notice to you for any reason or no reason whatsoever. Cause for such termination shall include,
but not be limited to, (a) a breach by you of any obligation hereunder, (b) your failure to respond within ten (10)
calendar days to an inquiry from us concerning the accuracy or completeness of the information referred to in Section
4 of this Agreement, (c) our determination, in our sole discretion, that you have violated any terms of use set
forth in this Agreement, (d) engagement by you in fraudulent or illegal activities, (e) nonpayment of any fees owed
by you in connection with the Services, (f) extended periods of inactivity, or (g) our termination, discontinuance,
or alteration of a product or service offering or our intent to do so.
iii. Effect of Termination. Except as otherwise expressly set forth herein or on our web site, RealStores will
cease charging your credit card or account for Service Fees as of the expiration of the billing period in which the
termination is effective. Unless otherwise specified in writing by RealStores, you will not receive any refund for
payments already made by you as of the date of termination. If termination of your account is due to your default
hereunder, you shall bear all costs of such termination, including any costs and expenses RealStores incurs in closing
your account and collecting any past due amounts, including, without limitation, attorneys’ fees. You agree to pay
any and all costs incurred by RealStores in enforcing your compliance with this Section. Upon termination, you shall
destroy any copy of the materials licensed to you hereunder and referenced herein. You agree that upon termination
or discontinuance of your account for any reason, we may delete all information related to you on the Web Site(s),
if applicable. In addition to the terms set forth herein, certain Services may have additional terms regarding
termination, which are set forth in the applicable Schedule. Termination of your account includes (a) removal of
access to all offerings within the Services, (b) deletion of your password and all related information, files and
content associated with or inside your account (or any part thereof), and (c) barring of further use of the Services.
Further, you agree that all terminations for cause shall be made in RealStores’ sole and absolute discretion and that
we shall not be liable to you or any third party for any termination of your account or access to the Services.
(c) Effect of Termination of Bundled Services. In addition to the terms set forth in Section 10(b)(iii) above, if you
purchase or receive Services which are sold or offered together as part of a “bundled” package of Services, any
termination relating to such bundle will terminate all Services included in such bundle. For instance, any Web Site
created or maintained by RealStores or under this Agreement, as well as any web hosting services provided by
RealStores, will be canceled. Upon the effective date of termination, RealStores will no longer provide the bundled
services to you, any licenses granted to you by RealStores shall immediately terminate, and you shall cease using
such services immediately; provided, however, that we may, in our sole discretion and subject to your agreeing to be
bound by the applicable agreement(s) and to pay the applicable fees, allow you to convert certain services included
in the bundled services to stand alone services.
11. REPRESENTATIONS AND WARRANTIES.
You agree and warrant to RealStores that: (i) neither your use of any of the Services nor the manner in which you intend
to use such Services will directly or indirectly infringe the legal rights of a third party, (ii) you have all requisite
power and authority to execute this Agreement and to perform your obligations hereunder, (iii) you are of legal age to
enter into this Agreement (or you are at least 13 years of age and have your parents’ permission to apply for Services
hereunder); and (iv) you agree to comply with all applicable laws and regulations.
12. MODIFICATIONS TO AGREEMENT.
Except as otherwise provided in this Agreement, you agree, during the term of this Agreement, that we may: (1)
revise the terms and conditions of this Agreement; and/or (2) change part of the Services provided under this
Agreement at any time. Any such revision or change will be binding and effective after posting of the revised
Agreement or change to the Service(s) on RealStores’ web sites, or upon notification to you by e-mail or United
States mail. You agree to periodically review our web sites, including the current version of this Agreement available
on our web sites, to be aware of any such revisions. If you do not agree with any revision to the Agreement,
you may terminate this Agreement at any time by providing us with notice. Notice of your termination will be
effective on receipt and processing by us. Any fees paid by you if you terminate this Agreement with us are
nonrefundable, except as expressly noted otherwise in one or more of the Schedules to this Agreement.
By continuing to use the Services after any revision to this Agreement or change in the Service(s), you agree to
abide by and be bound by any such revisions or changes. We are not bound by nor should you rely on any representation
by (i) any agent, representative or employee of any third party that you may use to apply for our Services; or in (ii)
information posted on our web site of a general informational nature. No employee, contractor, agent or representative
of RealStores is authorized to alter or amend the terms and conditions of this Agreement.
13. ACCOUNT ACCESS.
To access or use the Services or to modify your account, you may be required to establish an account and obtain a
login name, account number, password and/or pass phrase. You authorize us to process any and all account transactions
initiated through the use of your password and/or pass phrase. You are solely responsible for maintaining the
confidentiality of your password and/or pass phrase. You must immediately notify us of any unauthorized use of
your password and/or pass phrase, and you are responsible for any unauthorized activities, charges and/or liabilities
made through your password and/or pass phrase. In no event will we be liable for the unauthorized use or misuse of
your login name, account number, password or pass phrase. You agree that we may deactivate any account that is
inactive for an extended period of time and immediately delete or remove any files related to said account.
14. CONDUCT.
You agree to be bound by the applicable terms of use set forth herein in connection with your use of the Services
described in this Agreement or any Schedule.
15. AGENTS.
You agree that, if your agent, (e.g., employee, independent web site developer or other contractor) uses, accesses
and/or purchases the Service(s) on your behalf, you are nonetheless bound as a principal by all terms and conditions
herein, including payment obligations (if applicable). Your continued use of our Services ratifies any unauthorized
actions of your agent. By using your login name, account number, password and/or pass phrase, or otherwise purporting
to act on your behalf, your agent certifies that he, she or it is authorized to apply for our Services on your behalf,
that he, she or it is authorized to bind you to the terms and conditions of this Agreement, that he, she or it has
apprised you of the terms and conditions of this Agreement, and that he, she or it is otherwise authorized to act
on your behalf. In addition, you are responsible for any errors made by your agent.
16. NOTICES AND ANNOUNCEMENTS.
(a) Except as expressly provided otherwise herein, all notices to RealStores shall be in writing and delivered via
overnight courier or certified mail, return receipt requested to RealStores, LLC, 415 West Broadway, 5th Floor South,
New York, New York 10021. All notices to you shall be delivered to your mailing address or e-mail address as provided in
your account information (as updated by you pursuant to this Agreement) or to any e-mail address associated with your
account with RealStores; and
(b) You authorize us to contact you as our customer via telephone, at the number provided by you in your account
information (as updated by you pursuant to this Agreement), which telephone number is incorporated herein by
reference, e-mail or postal mail regarding information that we deem is of potential interest to you. Notices and
announcements may include commercial e-mails, telephone solicitations and other notices describing changes, upgrades,
new products and Services or other information pertaining to Internet security or to enhance your identity on the
Internet and/or other relevant matters.
17. SEVERABILITY.
You agree that the terms of this Agreement are severable. If any term or provision is declared invalid or unenforceable,
in whole or in part, that term or provision will not affect the remainder of this Agreement; this Agreement will be
deemed amended to the extent necessary to make this Agreement enforceable, valid and, to the maximum extent possible
consistent with applicable law, consistent with the original intentions of the parties; and the remaining terms and provisions
will remain in full force and effect.
18. ENTIRE AGREEMENT.
You agree that this Agreement, the rules and policies incorporated by reference in this Agreement (including, without limitation,
our privacy and security policy posted on our web site) are the entire, complete and exclusive agreement between you and us
regarding our Services and supersede all prior agreements and understandings, whether written or oral, or whether established by
custom, practice, policy or precedent, with respect to the subject matter of this Agreement, including, without limitation, any
purchase order provided by you for the Services.
19. ASSIGNMENT AND RESALE.
Except as otherwise set forth herein, your rights under this Agreement are not assignable or transferable. Any attempt by your
creditors to obtain an interest in your rights under this Agreement, whether by attachment, levy, garnishment or otherwise,
renders this Agreement voidable at our option. You agree not to reproduce, duplicate, copy, sell, resell or otherwise exploit
for any commercial purposes any of the Services (or portion thereof) without RealStores’ prior express written consent.
20. GOVERNING LAW.
(a) You and RealStores agree that this Agreement and any disputes hereunder shall be governed in all respects by and construed
in accordance with the laws of the State of New York, United States of America, excluding its conflict of laws rules. You and
we each agree to submit to the sole and exclusive subject matter jurisdiction, personal jurisdiction and venue of the United
States Federal Court for the Southern District of New York for any disputes between you and RealStores under, arising out of,
or related in any way to this Agreement (whether or not such disputes also involve other parties in addition to you and
RealStores). If there is no jurisdiction in the United States Federal Court for the Southern District of New York for any
such disputes, you and we agree that sole and exclusive jurisdiction and venue shall be in the courts of New York County,
New York, New York.
(b) The parties hereby waive any right to jury trial with respect to any action brought in connection with this Agreement.
(c) The application of the United Nations Convention of Contracts for the International Sale of Goods is expressly excluded.
21. AGREEMENT TO BE BOUND.
By subscribing to Services through our online application process or otherwise, or by using the
Services provided by RealStores under this Agreement, you acknowledge that you have read and agree to be bound by all terms
and conditions of this Agreement and documents incorporated by reference.
22. INDEPENDENT PARTIES.
Neither party nor their employees, consultants, contractors or agents are agents, employees or joint ventures of the other
party, and they do not have any authority to bind the other party by contract or otherwise to any obligation. Each party
shall ensure that the foregoing persons shall not represent to the contrary, either expressly, implicitly, by appearance or
otherwise.
23. WAIVER.
No waiver of any provision of this Agreement shall be effective unless it is in writing and signed by an authorized
representative of RealStores. The remedies of RealStores under this Agreement shall be cumulative and not alternative,
and the election of one remedy for a breach hereof shall not preclude pursuit of other remedies. The failure of a party,
at any time or from time to time, to require performance of any obligations of the other party hereunder shall not affect
its right to enforce any provision of this Agreement at a subsequent time, and the waiver of any rights arising out of any
breach shall not be construed as a waiver of any rights arising out of any prior or subsequent breach.
24. EXPORT RESTRICTIONS.
You acknowledge and agree that you shall not import, export, or re-export, directly or indirectly, any commodity, including your
products incorporating or using any Services in violation of the laws and regulations of any applicable jurisdiction.
25. U.S. GOVERNMENT USERS.
In the event any software or service is provided by RealStores to a U.S. Government user, the software and accompanying
documentation which are used as part of the Services are "commercial items," as such terms are defined at 48 C.F.R.
2.101 (Oct 1995), consisting of "commercial computer software" and "commercial computer software documentation," as
such terms are used in 48 C.F.R. 12.212 (Sep 1995) and is provided to the U.S. Government only as a commercial end item.
Consistent with 48 C.F.R. 12.212 and 48 C.F.R. 227.7202-1 through 227.7202-4 (Jun 1995), all U.S. Government entities
acquiring the use of the Service and accompanying documentation shall have only those rights set forth herein.
26. FORCE MAJEURE.
RealStores shall not be deemed in default hereunder, nor shall you or any customer of yours hold RealStores
responsible for, any cessation, interruption or delay in the performance of RealStores’ obligations or Services of
any part in this Agreement or any Schedule attached hereto if such cessation, interruption or delay is due to
circumstances or events beyond RealStores’ control, including without limitation, earthquake, flood, fire, storm,
natural disaster, act of God, war, terrorism, armed conflict, labor strike, lockout, or boycott, network attacks,
viruses, Trojan horses, worms, equipment malfunctions and software errors ("Force Majeure"). RealStores shall be
excused from performance if it is prevented, hindered or delayed by Force Majeure.
27. HEADINGS.
The section headings appearing in this Agreement are inserted only as a matter of convenience and in no way define,
limit, construe or describe the scope or extent of such section or in any way affect such section.
28. SURVIVAL.
Sections 2, 6, 7, 8, 9, 10(b)(iii), 10(c), 15 and 18 through 28 of this Agreement shall survive the expiration or
termination of this Agreement.
SCHEDULE A TO TERMS OF SERVICE
REALSTORES SERVICES
In addition to the terms and conditions in the Service Agreement (the “Agreement’) to which this Schedule is attached
and made a part thereof and other applicable Schedules in the Agreement, the following additional terms and conditions
shall apply to any and all purchases of “RealStores Services” (as defined below). Capitalized terms used but not
defined in this Schedule shall have the respective meanings set forth in the Agreement.
1. Description of Service. RealStores may make available from time to time pursuant to the Agreement its proprietary
web site content publishing and management software and related Services (collectively, "RealStores Services") for
use by you in connection with the creation, design, development and maintenance by you of your Web Site(s) (as
defined below). Subject to the terms and conditions of the Agreement (which includes this and all other applicable
Schedules) and during the term of the Agreement, RealStores agrees to provide to you the RealStores Services you
subscribe for during the sign-up process. RealStores reserves the right to amend its RealStores Services offerings
and to add, delete, suspend or modify the terms and conditions of the RealStores Services (and components of the
RealStores Services), at any time and from time to time, and to determine whether and when any such changes apply
to both existing and future customers.
2. Use of Service.
(a) For so long as Customer subscribes to RealStores Services and provided that Customer is not in breach or default
of the Agreement or any applicable Schedule, Customer may use the RealStores Services solely on or through the Web
Site(s) for the purposes of creating, developing, distributing, publishing and using such Web Sites as an e-commerce
solution.
(b) Customer hereby grants to RealStores and its vendors and subcontractors the necessary rights and licenses with
respect to the Web Sites built by or for Customer to carry out RealStores’ obligations under this Agreement,
including the use of content provided by Customer, to make a reasonable number of archival or back-up copies as
deemed necessary by RealStores, and to use and display Customer’s Web Sites, in whole or in part, in connection with
RealStores’ advertising, marketing and promotional activities in connection with the RealStores Services.
3. Content and Web Site Hosting. As part of the RealStores Services, RealStores may provide or procure from third
parties storage and hosting of Customer’s content for use by Customer in connection with the RealStores Services and
related components (“Content Hosting”). In addition, RealStores may provide or procure from third parties hosting
services (the “Web Site Hosting”, and together with the Content Hosting, the “Hosting Services”) for Customer’s Web
Site. All Hosting Services shall be subject to the terms and conditions set forth in Schedule B to the Agreement.
4. Your Obligations.You shall be responsible for the following:
(a) Contacting RealStores with written notice of your decision to cancel or discontinue the RealStores Services in
accordance with the Agreement.
(b) Obtaining and maintaining Internet connectivity to access your Web Site, to send and receive e-mail, and to
otherwise access and utilize the Internet.
(c) Obtaining and maintaining access to Microsoft Internet Explorer (version 5.5 or higher) for purposes of
accessing and managing the Web Site and the Services.
(d) To the extent you gather any personal information about visitors to your Web Site, you will not share that
personal information with any third party without first obtaining each such visitor’s consent.
(e) Ensuring that the Web Site content used by you in connection with the RealStores Services does not infringe or
violate the intellectual property rights (including, but not limited to, trademarks, trade names, copyrights,
patents, domain registration rights, and trade secrets) or any other right of any third party (including, but
not limited to, rights of privacy and contractual rights), and acquiring any authorization(s) necessary to use
intellectual property or other proprietary information of third parties. By using the RealStores Services, You
represent and warrant to RealStores that any name or word submitted to be used as all or part of the URL associated
with your Web Site does not infringe any trademark or domain name rights of any third party.
(f) Ensuring the accuracy of materials used in connection with the RealStores Services, including, without limitation,
Web Site content, descriptive claims, warranties, guarantees, nature of business, and contact information for the
Customer.
5. Information and Content You Provide. If you provide any information that is untrue, inaccurate, incomplete or
not current, or we have reasonable grounds to suspect that such information is untrue, inaccurate, incomplete or
not current, RealStores has the right to suspend or terminate your account and refuse any and all current or future
use of the RealStores Services (or any portion thereof).
6. Non-Interference By You. Customer will use the RealStores Services in a manner which does not interfere with or
disrupt other network users, services, or equipment, and RealStores reserves the right to terminate or suspend the
RealStores Services without notice if such interference is determined by RealStores to exist. Such interference or
disruption includes, but is not limited to:
(a) wide-scale distribution of messages, including bulk e-mail or unsolicited spam e-mail, or wide-scale distribution
of messages to inappropriate mailing lists, newsgroups, or other public or private forums,
(b) propagation of computer worms or viruses, and
(c) use of RealStores’ or any other third party’s network to make unauthorized entry to other computational,
information, or communications devices or resources. This includes unauthorized security probing activities or other
attempts to evaluate the security integrity of a network or host system without permission.
7. Unauthorized or Inappropriate Use.
(a) RealStores reserves the right to deny, terminate, or suspend RealStores Services without notice if, in RealStores’
sole discretion, the RealStores Services are used by Customer in a manner that violates or may violate the following
standards or otherwise violates any of the terms of use set forth in this Schedule or the Agreement, and RealStores
reserves the right to reject, alter, modify, or remove Customer’s Web Site, Web Site domain name, URL address, or any
Web Site content (including, but not limited to, any language, words, text, photographs, animations, designs, drawings,
graphics, images, symbols, or logos) which RealStores in its sole discretion deems to be (i) an infringement on or a
mechanism designed to facilitate the infringement of a propriety interest of any third party, including, without
limitation, any copyright, trademark, domain registration right, trade secret, or patent right, (ii) obtained by
means of or otherwise used as a result of illegal or unauthorized copying, pirating or file sharing, (iii) stating or
implying that the RealStores endorses the products or services offered by the Customer without RealStores’ prior
written consent, or (iv) pornographic or obscene.
(b) RealStores neither sanctions nor permits hosted site content or the transmission of data that contains illegal or
obscene material or fosters or promotes illegal activity. RealStores will cooperate fully with any criminal
investigation into your violation of any pornography or obscenity laws, including, without limitation, the Child
Protection Act of 1984. RealStores reserves the right to immediately suspend or terminate any site or transmission
that violates these laws or policies, without prior notice. In the event of such termination, Customer agrees that
the unused portion of any fees Customer may have paid for any RealStores Services rendered to Customer are an
appropriate recompense to RealStores for the time required to respond to and address issues created by Customer’s
illegal or obscene Web Site and/or content, and Customer agrees not to seek recovery of those fees. Further, if you
copy, distribute or install any software in manners that are illegal or not permitted herein, you may violate
applicable federal copyright laws. If you are caught with pirated software, you may be liable under both civil and
criminal law and you may be liable for up to $150,000 per infringement. Should you violate the Agreement or any
terms of use under this Schedule, RealStores will actively assist and cooperate with law enforcement agencies and
government authorities in collecting and tendering information about you, the Web Site, the illegal, obscene or
defamatory content, and those persons that may have inappropriately accessed, acquired, or used the illegal, obscene or
defamatory content.
8. Prohibited Use. Customer shall not and shall not permit any of its employees or other authorized users of RealStores
Services to do any of the following: (a) attempt to copy or otherwise reproduce, or permit any third party to use,
copy or otherwise reproduce, all or any part of the RealStores Services or any components thereof nor use the RealStores
Services in connection with any web site other than the Web Sites; (b) rent, lease, subcontract, operate or otherwise
grant access to, or use the RealStores Services for the benefit of, any third party; (c) grant any third party access
to the RealStores Services, other than users expressly authorized by RealStores in writing; (d) attempt to interfere
with or disrupt the RealStores Services or attempt to gain access to any other services, hardware or networks owned,
maintained or operated by RealStores or its suppliers; (e) disclose any passwords or other security or authentication
device to any person other than users expressly authorized by RealStores in writing; (f) remove, conceal or alter any
identification or proprietary notices or labels generated or made in connection with your use of the RealStores
Services, including, without limitation, those included in source code generated by RealStores for use on your Web
Sites; (g) use all or any part of the RealStores Services or the information provided by RealStores with respect to
the RealStores Services as part of any of the following type of operations: (i) service bureau; (ii) time share; (iii)
facilities management; (iv) testing facility; or (v) outsourcing; (h) decompile, disassemble or reverse engineer any
software made available through the RealStores Services or any other service offered by RealStores in connection
therewith nor make any attempt to do so; (i) other operation of similar purposes as set forth in letters (a)
through (i), inclusive hereof, or (j) any other use which would permit any third party, other than those employees
of Customer expressly authorized by RealStores in writing, to, directly or indirectly, utilize or otherwise benefit
from the RealStores Services, whether or not for monetary or other consideration without RealStores’ express
written consent and subject to any applicable RealStores fees, terms and conditions. Access to and use of the
RealStores Services shall at all times be subject to Force Majeure or other downtime.
9. Additional Indemnification Obligations. In addition to your indemnification obligations set forth elsewhere in the
Agreement or other Schedules, you agree to defend, indemnify, and hold harmless RealStores and each of its officers,
directors, employees, agents, affiliates, co-branders or other partners, and employees of any of the foregoing, from,
against, and in respect of: (i) any and all losses, damages or deficiencies resulting from any third party claim in
connection with your Web Site (including, but not limited to, Web Site content) or the URL; and (ii) all costs and
expenses incident to any and all actions, suits, proceedings, claims, demands, assessments, or judgments in respect
thereof regardless of the merit thereof, including, without limitation, attorneys’ fees, court costs, expert fees and
other expenses (whether incident to the foregoing or to RealStores’ enforcement of said rights or defense and
indemnity).
10. Intellectual Property Rights. All right, title and interest in and to all software, including without limitation,
the RealStores software components made available as part of the RealStores Services, and all "Intellectual Property
Rights" (as hereinafter defined) embodied therein is and shall remain the sole and exclusive property of RealStores.
Neither Customer nor any third party is granted any other rights, other than the License to use the Intellectual
Property Rights and the RealStores Services during the term of the Agreement. Except as otherwise expressly stated
herein, Customer shall not obtain any rights, title or interests to the RealStores Services, or components thereof,
or any Intellectual Property Rights embodied therein, including, without limitation, any modifications, enhancements,
improvements, alterations and customizations made thereto, by virtue of the Agreement, operation of law or otherwise.
For the purposes of this Agreement, “Intellectual Property Rights” shall mean any and all of the following legal or
moral rights or interests in, arising out of, associated with or evidenced by or embodied in: (i) all United States
and foreign patents and utility models and applications therefor, and all reissues, divisions, re-examinations,
renewals, extensions, provisionals, continuations and continuations-in-part thereof, and equivalent or similar rights
anywhere in the world in inventions and discoveries; (ii) any and all copyrights, copyright registrations and
applications therefor, work of authorship, mask work, any moral rights recognized by law and all other similar or
equivalent rights corresponding thereto throughout the world; (iii) any inventions or discovery, (whether patentable
or not), know-how, data, techniques, processes, systems, formulations, designs, schematics, plans, diagrams and
technical expertise of a party, which is not generally known to the public ; (iv) improvements, modifications,
enhancements, alterations, updates, revisions made in respect of any of the foregoing, including, without limitation,
any derivative works thereof; and (v) any other similar corresponding or equivalent rights to any of the foregoing,
in each case, anywhere in the world.
11. Fees and Payment Terms. The term of your subscription to the RealStores Services selected by are governed by the
Agreement. The RealStores Service may be offered free of charge as determined by RealStores in its sole discretion
and as described during your sign-up process on RealStores’ web site.
12. Suspension and/or Termination. If you breach any term of the Agreement, this Schedule, any other applicable
Schedule or any terms of use under the Agreement or this Schedule, RealStores may, in its sole and exclusive discretion,
suspend (in whole or in part) or terminate all services provided to you, including, without limitation, RealStores
Services, immediately and without notice to you. In addition to your obligation to pay Service Fees for services
for which we charge a fee (if any), such Service Fees may continue to accrue on suspended accounts and you will
continue to remain responsible for the payment of any Services Fees that accrue during the period of suspension.
SCHEDULE B TO TERMS OF SERVICE
HOSTING SERVICES
In addition to the terms and conditions in the Service Agreement (the “Agreement’) to which this Schedule is attached
and made a part thereof and other applicable Schedules in the Agreement, the following additional terms and
conditions shall apply to any and all purchases of “Hosting Services” (as defined below). Capitalized terms
used but not defined in this Schedule shall have the respective meanings set forth in the Agreement.
1. Description of Service. RealStores may make available for use (for either a fee or free of charge), from time to
time, a variety of hosting packages for use in connection with its Services (collectively, "Hosting Services").
Subject to the terms and conditions of the Agreement (which includes this and all other applicable Schedules) and
during the term of the Agreement, RealStores endeavors to provide to you the Hosting Services either selected by
you during the sign-up process or in connection with other services subscribed to by you, including, without
limitation, the RealStores Services. RealStores reserves the right to amend its Hosting Services offerings and to
add, delete, suspend or modify the terms and conditions of the Hosting Services, at any time and from time to
time, and to determine whether and when any such changes apply to both existing and future customers.
2. Fees and Charges.
(a) Hosting Services. RealStores currently offers Hosting Services, free of charge, however, such offer may be
revoked at any time in RealStores’ sole discretion.
(b) Service Fees may be charged by RealStores in the event you exceed the bandwidth usage or storage capacity
permitted for the services subscribed to by you or bundled with other services offered by RealStores and fail to
reduce your bandwidth usage or storage capacity. RealStores will provide you with notice if you exceed the bandwidth
or storage capacities permitted for the services subscribed to by you or bundled with other services offered by
RealStores. The schedule of fees and charges for additional bandwidth and storage capacity shall be as set forth
on our web site, as may be modified from time to time.
3. Use and Storage; Bandwidth and Storage Capacity.
(a) RealStores offers several types of Hosting Services. Currently, RealStores does not charge a fee for Hosting
Services. Bandwidth and storage capacities may be limited by RealStores. Additional bandwidth and storage may be
made available for a fee; however, you will only be charged for such additional bandwidth and storage after
reasonable written notice to you. RealStores may require payment in advance for any bandwidth or storage that is
not included in the Hosting Services subscribed to by Customer or if Customer exceeds the bandwidth or storage
capacity allotted to Customer for Hosting Services.
(b) File size and bandwidth limitations may apply for all content hosting provided by RealStores as part of the
Hosting Services, as further described in the plan selected by you and as may be modified by RealStores from time
to time. RealStores reserves the right to remove any content, files or other data hosted by us in our sole
discretion and without notice in the event you exceed the applicable limitations in your plan or to charge you
additional fees for exceeding such limitations.
4. Term and Termination.
(a) Term. Your Hosting Services shall be provided on a month-to-month basis for successive monthly periods
unless (i) either party notifies the other of termination or cancellation in accordance with the Agreement; or (ii)
services related to the Hosting Services are terminated as provided in the Agreement or this Schedule B.
(b) Cancellation. You may cancel your Hosting Services at any time. To cancel your Hosting Services,
RealStores may provide you with the option of canceling your account through RealStores’ web site. If this option
is not available, you must submit your written notice of cancellation to RealStores (as provided herein) and
include the following information: (i) your RealStores account number and/or username; (ii) the registered domain
name, if any, associated with your Hosting Services; and (iii) your reason for requesting cancellation. Unless
otherwise agreed to in writing (in either paper or electronic form), your Hosting Services will be canceled as of the
expiration of the monthly billing cycle in which your notice was received. Unless terminated earlier as provided
herein, this Schedule, and the Agreement if you have no other services with RealStores, will be terminated as of the
cancellation of your Hosting Services. If you elect to cancel your Hosting Services, charges and fees in your
subscription plan, if any, shall be due and payable in full
(c) If you breach any term of the Agreement including, but not limited to, the terms of this Schedule, any other
schedule, or any terms of use under the Agreement or this Schedule, RealStores may, in its sole and absolute
discretion, suspend or terminate your Hosting Services immediately without notice to you.
Hosting Service fees (if any) may continue to accrue on suspended accounts and you will continue to remain
responsible for the payment of any fees associated with the Hosting Services that accrue during the period of
suspension.
(d) Upon any termination of this Schedule or the Agreement for any reason, Sections 2, 5, 6 and 7 hereof shall
survive termination.
5. Additional Warranty Disclaimers and Limitations of Liability.
(a) ADDITIONAL DISCLAIMER. REALSTORES IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA
TRANSFERRED EITHER TO OR FROM YOU OR STORED BY YOU OR ANY THIRD PARTY VIA THE SERVICES PROVIDED BY REALSTORES.
(b) Information obtained by you from the Internet may be inaccurate, offensive or in some cases illegal.
RealStores has no control over information contained on the Internet and accepts no responsibility for any
information that you may receive or transmit via the Internet.
(c) You accept full responsibility to verify the truth, accuracy, legality and ownership of the information that you
disseminate or display in connection with your use of the Hosting Services or that you obtain from the Internet.
(d) You agree that if RealStores takes any corrective action under this Agreement in response to you or your end
users’ actions or failures to act, that corrective action may adversely affect you or your end users and you agree
that RealStores shall have no liability to you or your end users due to any corrective action taken by RealStores.
(e) You agree that RealStores has no obligation to back-up any data related to your Web Site unless RealStores
expressly agrees otherwise in writing (or has expressly stated so on our web site). You agree that you will regularly
back-up your data whether or not RealStores agrees to or actually does back-up any data.
6. Restrictions on Use.
(a) RealStores does not intend to and shall have no obligation to systematically monitor the content that is submitted,
stored, distributed or disseminated by you via the Hosting Services (the “Content”). Your Content includes content of
your end users and/or users of the Web Site. Accordingly, you are responsible for your end users’ content and all
activities on the Web Site. RealStores, in its sole and absolute discretion, may immediately take corrective action,
including, but not limited to, removal of all or a portion of your Content and suspension and/or termination of your
Hosting Services, in the event of notice of any possible violation of the Agreement, this Schedule, or any terms of
use under the Agreement or this Schedule by you or your end users. You agree that RealStores will have no liability
to you or any of your end users due to any corrective action that RealStores may take and that you will not be entitled
to a refund of any fees paid in advance prior to the corrective action.
(b) You warrant that your Content does not violate or infringe any copyright, trademark, patent or intellectual or other
proprietary property right of any third party or contain any obscene or libelous material or otherwise violate any law
or regulation.
(c) Your use of networks or computing resources provided to RealStores by third party providers and made available to
you as part of the Hosting Services is subject to the respective permission and usage policies of such third parties.
(d) You expressly (i) grant to RealStores a license to cache the entirety of your Content and your Web Site, including
content supplied by third parties, hosted by RealStores under this Agreement, and (ii) agree that such caching is not
an infringement of any of your intellectual property rights or any third party’s intellectual property rights.
(e) You agree that you will not exceed the bandwidth or storage space limits applicable to the Hosting Services
purchased or provided, as set forth on our web site. You agree that if you do exceed either of such limits,
RealStores, in its sole and absolute discretion, may immediately take corrective action, including, but not limited
to, assessment of fees and/or suspension and/or termination of your Hosting Services. You agree that RealStores
will have no liability to you or any of your end users due to any corrective action that RealStores may take and
that you will not be entitled to a refund of any fees paid in advance prior to the corrective action.
7. Other Terms and Conditions.
(a) The Hosting Services we provide under this Agreement may incorporate other products or services that we provide, or
products or services provided by third parties with whom we have a business relationship ("Additional Services").
Your use of these Additional Services may be subject to a separate application and/or approval process and your reaching
separate agreements with us or with third parties (for example, if you desire to accept credit card payments through
the Web Site via the Hosting Services, your relationship with the third-party merchant account provider may be subject
to an application and approval process and your reaching a separate agreement with such provider). Some of these
separate agreements may require you to pay fees in addition to the fees that you pay us for the Hosting Services, if
any. We will endeavor to notify you when your receipt of Additional Services will require you to enter into a separate
agreement, whether with us or with a third-party, and whether such separate agreement will require you to pay additional
fees. Additionally, depending on the services you elect to receive, you may be responsible for establishing and
maintaining a commercial banking relationship with a financial institution. The terms of any such relationship
shall be between you and the financial institution and will not necessarily reflect or incorporate terms of any
agreements we may have with the institution. Finally, you acknowledge and agree that other Schedules in this Agreement
may apply to the various services included in your Hosting Services package, and that you have read and you agree to be
bound by the additional terms and conditions in those Schedules.
(b) REALSTORES MAKES NO OTHER REPRESENTATIONS OR WARRANTIES, EXPRESS OR IMPLIED, BY OPERATION OF LAW, OR OTHERWISE OF
MERCHANTABILITY AND FITNESS FOR ANY PARTICULAR PURPOSE, INCLUDING, BUT NOT LIMITED TO, ANY SOFTWARE OR SERVICES PROVIDED
HEREUNDER. HOSTING SERVICES ARE PROVIDED ON AN “AS IS” BASIS, AND CUSTOMER’S USE OF THE HOSTING SERVICES ARE AT
CUSTOMER’S OWN RISK. REALSTORES DOES NOT WARRANT THAT USE AND ACCESS TO HOSTING SERVICES WILL BE UNINTERRUPTED,
ERROR-FREE, OR COMPLETELY SECURE. REALSTORES DOES NOT AND CANNOT CONTROL THE FLOW OF DATA TO OR FROM THE NETWORK AND
OTHER PORTIONS OF THE INTERNET. THE FLOW OF DATA IS DEPENDENT UPON, IN LARGE PART, THE PERFORMANCE OF INTERNET
SERVICES PROVIDED OR CONTROLLED BY THIRD PARTIES. CUSTOMER ACKNOWLEDGES AND AGREES THAT, AT TIMES, ACTIONS OR
INACTIONS OF THIRD PARTIES CAN IMPAIR OR DISRUPT CUSTOMER’S AND/OR REALSTORES’ CONNECTIONS TO THE INTERNET, USE OF THE
HOSTING SERVICES AND ACCESS TO THE CUSTOMER’S WEB SITES.
8. Suspension and/or Termination. If you breach any term of the Agreement including, but not limited to, the terms of
this Schedule, any other applicable Schedule, or any terms of use under the Agreement or this Schedule, RealStores may,
in its sole and exclusive discretion, suspend (in whole or in part) or terminate all services, including, without
limitation, the Hosting Services, immediately and without notice to you. In addition to your obligation to pay Service
Fees for those services for which we charge a fee, such Service Fees may continue to accrue on suspended accounts and
you will continue to remain responsible for the payment of any Services Fees that accrue during the period of
suspension.
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