Legal Agreements

Modification

BrokerBin reserves the right, in its sole and absolute discretion, to modify or discontinue the Site, or modify the terms and conditions of this Agreement, without notice or reason given to You. All modified terms and conditions of this Agreement will be effective 45 days after they are initially posted on the Site. If a modification is unacceptable, You may terminate this Agreement by giving notice of termination to BrokerBin and following the procedures in Section 5 (Termination). If You do not give BrokerBin notice of termination within 15 days of such modification(s), Your continued use of the Site signifies Your acceptance and agreement to be bound by the modification(s) to this Agreement.

Conditions for Membership

BrokerBin accepts only those Members that meet BrokerBin's strict membership criteria. Accordingly, BrokerBin, in its sole and exclusive discretion, accepts only Members who are actively engaged in the computer parts industry as resellers, dealers, brokers, service centers, manufacturers, integrators, or variations of the preceding under certain conditions. In the sole and absolute discretion of BrokerBin, free trials and memberships will not be granted to competitors of BrokerBin, including, but not limited to, IT parts listing services, sourcing service websites, IT brokering websites, or any company or individual that is a parent, subsidiary, division, or affiliate of any company or organization that competes with BrokerBin. Competitors or their affiliates approved for membership by standard, erroneous, or fraudulent means are in violation of this Agreement and the law, will be immediately terminated from Service, and may be prosecuted by BrokerBin to the fullest extent of the law. BrokerBin may, in its sole and absolute discretion, deny membership or Service to any person or entity for any reason or no reason.

Membership

Company Membership

To join the Site as a trial or subscribing company, logon to www.BrokerBin.com, choose the appropriate link, and fill out the required information. All information submitted to BrokerBin about Yourself and Your company must be valid, current, and accurate to the best of Your knowledge, or denial, termination, or suspension of membership may occur. After filling out and submitting the required information, a BrokerBin representative will review Your application, during which time You may be eligible for a free trial membership ("Free Trial"). During the Free Trial period, Your company will have access to BrokerBin's Platinum Service level. The individual who enrolled Your company will be appointed the company administrator ("Administrator") by default. A BrokerBin representative will then e-mail Your Administrator a password ("Password") and login ("Login"). All Logins and Passwords are considered property of BrokerBin and are to be used only by the intended person, the Administrator. Violation of this requirement may cause company suspension or termination of its membership and the Services. The Administrator is responsible for approving individuals within Your company to access the Site as Members ("Members"), and is responsible for managing such Members, their actions, and the security levels for such Members. The security levels may be changed by the Administrator or a BrokerBin representative, in its sole and exclusive discretion. After Your Free Trial period expires, Your company may elect to continue Services. At such time, credit card or other payment information will be required after Your Administrator selects Your service level. The aforementioned rules regarding Administrator, Members, Login, and Password requirements shall continue after Your Free Trial period expires, and the fee for Services membership commences. Company membership may be suspended or terminated at any time without notice or reason in the sole and absolute discretion of BrokerBin.

Member of a Subscribing Company

To join as a Member of a Free Trial or subscribing company, visit www.BrokerBin.com, choose the appropriate link, and fill out the required information. All information submitted to BrokerBin about Yourself must be valid, current, and accurate to the best of Your knowledge, or denial, termination, or suspension of membership and the Services may occur. After filling out the required information, a BrokerBin representative may, in its sole and exclusive discretion, grant You access by sending You a Login and Password via e-mail, provided Your company is currently subscribed as a Free Trial or a paying Member, and your application is approved by Your Administrator. All Logins and Passwords are considered property of BrokerBin and are to be used only by the intended person, the Member. Violation of this may cause company suspension or termination of Services. If You cannot find Your company while signing up, contact Your company Administrator.

Billing

Your BrokerBin Service is billed either on a semi-annual or an annual basis unless a custom plan is implemented at BrokerBin's sole discretion. The minimum length of subscription for the BrokerBin Service is twelve (12) months. Other BrokerBin products such as BrokerBox services, custom memberships, or other services are billed annually with a minimum commitment of one (1) year, which services are also subject to this Agreement. Your subscription fees are payable in advance and are not refundable in whole or part.

Termination

This Agreement may be terminated by You upon providing 45 days advance written notice to BrokerBin. Three methods of notice of termination are acceptable: (1) e-mail to Sales@BrokerBin.com, (2) fax to 507-292-5747, attention Sales Manager or (3) U.S. Mail to BrokerBin.com 32 7th Ave NE, Rochester, MN 55906, attention Sales Manager. BrokerBin will not provide any refunds under any circumstances to Members who elect to terminate their membership(s) / account(s) prior to the expiration of their membership. In its sole and absolute discretion, BrokerBin may terminate this Agreement and Your access to the Services at any time without notice or reason. In the event BrokerBin receives any "ethics complaint" with respect to You, BrokerBin may, in its sole and absolute discretion, terminate Your access to the Services. You agree not to mine, harvest or script any data located on this Site; in the event that BrokerBin receives any evidence of this activity with respect to You, BrokerBin may, in its sole and absolute discretion, terminate Your access to the Services. The aforementioned activities materially interfere with and cause damage to BrokerBin's business; BrokerBin may seek monetary damages and / or equitable relief from You as a result therefrom. BrokerBin also, in its sole and absolute discretion, may suspend Your access to the Site at any time without notice or reason. In the event Your account is terminated or suspended, no refund will be granted to You.

Access and User Responsibilities

All Logins and Passwords are the property of BrokerBin and may be revoked at anytime without notice. Logins and Passwords must be appropriate and unique on the Site. Logins and Passwords are to be used only by the intended person, who is the Administrator or Member. Logins and Passwords supplied to the Member are non-transferable and may only be used by the persons registered under those Logins and Passwords. Unauthorized use may cause company suspension or termination of its membership and the Services. Lost Passwords may be retrieved by logging on to Password Recovery, speaking to Your company Administrator, or contacting a BrokerBin representative.

You and Your Administrator are responsible for the deletion of Members and their user information when a Member of Your company quits, is terminated, or engages in conduct that violates the terms of this Agreement. You understand and agree that unauthorized logins are prohibited even when accomplished with legitimate Logins and Passwords. Unauthorized logins include, but are not limited to, competitors and their affiliates, terminated Members, and site hackers.

BrokerBin's Site is protected under copyright and other laws. Any reproduction or distribution of this Site information, by, for, or to any third party, is expressly prohibited.

BrokerBin does not represent that its Services are appropriate or available for use in any particular location. Those who choose to access the Services do so on their own initiative and are responsible for compliance with all applicable laws. Membership in, and use of, the Services are void where prohibited. Software from the Services is subject to United States export controls and may not be downloaded, exported, or re-exported: (i) into (or to a national or resident of) any country with which the U.S. maintains a trade embargo prohibiting the shipment of goods; or (ii) to anyone on or acting on behalf of an entity on the U.S. Treasury Department's list of Specially Designated Nationals or the U.S. Commerce Department's Denied Persons List or Entities List. By downloading or using such software, You represent and warrant that You are not (a) located in or a national or resident of any such country or (b) on any such list or acting on behalf of any person or entity on any such list.

Additionally, You agree that You will not:

Good Faith Clause

Each Member agrees to conduct Site business in an appropriate, honest, and ethical manner, including, but not limited to, accurately describing the Member's company, the Member's information, and the quantity, condition, age, stock status, price, and description of products the Member lists on the Site. Manipulation of the system to obtain premium listings is expressly prohibited. If any manipulation occurs, BrokerBin encourages You to report such conduct. Site business not conducted in good faith may result in suspension or termination of Services in BrokerBin's sole and exclusive discretion.

Confidential Disclosure

You understand and agree that information disclosed through BrokerBin's Site includes proprietary information belonging to BrokerBin. You agree not to copy or disclose to third parties, in whole or in part, any portion of the information, including, but not limited to, Site design, software, navigation, features of the Site, and information concerning other Members and the products they list on the Site. You further agree not to allow third parties to view Your screen sessions and the information contained in them while accessing the Site. The provisions of this Section 8 (Confidential Disclosure) survive termination or expiration of this Agreement.

Content License

You are solely responsible for all materials, whether publicly posted or privately transmitted, that You upload, post, e-mail, transmit, or otherwise make available on Our Site ("Your Content"). You certify that You own all intellectual property rights in Your Content. You hereby grant Us, Our affiliates, and Our partners a worldwide, irrevocable, royalty-free, nonexclusive, sublicensable license (through multiple tiers) to use, reproduce, create derivative works of, distribute, publicly perform, publicly display, transfer, transmit, distribute, and publish Your Content and subsequent versions of Your Content for the purposes of (i) displaying Your Content on Our Site, (ii) distributing Your Content, either electronically or via other media, to users seeking to download or otherwise acquire it, and/or (iii) storing Your Content in a remote database accessible by end users, for a charge. This license shall apply to the distribution and the storage of Your Content in any form, medium, or technology now known or later developed.

Unauthorized Use of Copyrighted Materials and Trademarks

BrokerBin is, unless otherwise stated, the owner or licensee of all rights in this Site and its contents, software, databases, and Services. The materials contained in this Site are protected by the copyright and trademark laws and other laws of the United States, as well as international conventions and the laws of other countries. No user of this Site has any right, title, or interest in the Site, its content, any intellectual property therein, unless any content, software, databases, or services have been specifically licensed to You in writing by BrokerBin or by its licensor.

You are prohibited from using the Site or its Services to transmit, route, provide connections to, or store any material that infringes copyrighted works, trademarks, or otherwise violates, or promotes the violation of, the intellectual property rights of BrokerBin or any third party.

BrokerBin is committed to respecting others' intellectual property rights, and We ask Our Members to do the same. BrokerBin may, in its sole and absolute discretion, terminate the accounts or access rights of Members who violate others' intellectual property rights.

If You believe that Your work has been copied in a way that constitutes copyright infringement on Our Site, please deliver the following information to BrokerBin's Copyright Agent:

BrokerBin's Copyright Agent for notice of claims of copyright infringement on Our Site can be reached as follows:

Release

If You have a dispute with one or more Members or users of the Site, You hereby release BrokerBin (and its managers, governors, agents, subsidiaries, joint ventures and employees) from claims, demands, and damages (actual and consequential) of every kind and nature, known and unknown, arising out of or in any way connected with such disputes. If You are a California resident, You waive California Civil Code §1542, which reads: "A general release does not extend to claims which the creditor does not know or suspect to exist in his favor at the time of executing the release, which if known by him must have materially affected his settlement with the debtor." Residents of other states, nations, and jurisdictions waive their rights under analogous laws, statutes, and regulations. The provisions of this Section 11 (Release) survive termination or expiration of this Agreement.

Indemnity

You hereby agree to indemnify, defend, and hold BrokerBin and all of Our managers, governors, owners, employees, agents, information providers, affiliates, partners, and licensors (collectively, the "BrokerBin Parties") harmless from and against any and all allegations, demands, claims, liabilities, damages, losses, fines, penalties, costs, and expenses of whatsoever nature (including attorneys' fees) incurred by any BrokerBin Party in connection with any claim, including, but not limited to, claims for defamation, violation of rights of publicity and/or privacy, copyright infringement, or trademark infringement arising out of:

You may not enter into any settlement that adversely affects BrokerBin without Our prior written approval. We reserve the right, at Our own expense, to assume the exclusive defense and control of any matter for which You are required to indemnify Us, and You agree to cooperate with Our defense of these claims.

The provisions of this Section 12 (Indemnity) survive termination or expiration of this Agreement.

No Warranty; As Is

THE SITE AND SERVICES AND GOODS OBTAINED THROUGH THE SITE ARE PROVIDED "AS IS" AND "AS AVAILABLE" WITH NO WARRANTY OF ANY KIND. BROKERBIN EXPRESSLY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, REGARDING THE SITE, SERVICES, AND ALL COMMUNICATIONS BETWEEN MEMBERS MADE THROUGH THE SITE, INCLUDING ANY IMPLIED WARRANTY OF QUALITY, AVAILABILITY, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR USE, TITLE, OR NON-INFRINGEMENT. In addition, BrokerBin makes no representation or warranty that the operation of the Site will be error free. Some states or other jurisdictions do not allow the exclusion of implied warranties, so the above exclusions may not apply to You.

The provisions of this Section 13 (No Warranty; As Is) survive termination or expiration of this Agreement.

Limitation of Liability

BROKERBIN WILL NOT BE LIABLE TO YOU FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS OPPORTUNITIES, LOST DATA OR ANY OTHER DIRECT, INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY, INCIDENTAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR RELATED TO THIS AGREEMENT WHETHER SUCH CLAIM IS BASED ON WARRANTY, CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, EVEN IF BROKERBIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. WITHOUT LIMITING THE FOREGOING, BROKERBIN'S AGGREGATE LIABILITY TO YOU ARISING WITH RESPECT TO THIS AGREEMENT WILL NOT EXCEED THE GREATER OF (A) the total fees You paid to BROKERBIN in the 12 months prior to the action giving rise to the liability, or (b) $100. BROKERBIN WILL NOT BE LIABLE TO YOU FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS IN THE SITE OR SERVICES. Some states or other jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation and exclusions may not apply to You.

Without limiting the foregoing, under no circumstances will BrokerBin be held liable for:

Without limiting the foregoing, You acknowledge that the Site contains links to websites controlled by companies other than BrokerBin, and You agree that BrokerBin is not responsible for and does not endorse, or accept any liability for, the content or use of those websites.

Electronic Communications Privacy Act Notice (18 U.S.C. § 2701-2711): Without limiting the foregoing, BrokerBin makes no guaranty of the confidentiality or privacy of any communication or information transmitted on the Site or any website linked to the Site. BrokerBin will not be liable for the privacy of the information, e-mail addresses, registration and identification information, disk space, communications, confidential or trade secret information, or any other content transmitted over networks accessed by the Site, or otherwise connected with Your use of the Site.

The provisions of this Section 14 (Limitation of Liability) survive termination or expiration of this Agreement.

Privacy Policy

All of the information that We collect from You, such as registration and credit card information, is subject to Our Privacy Policy. Please click here to see Our full Privacy Policy.

Terms and Conditions

Please click here to see Our full Terms and Conditions.

Binding Arbitration

Each Party agrees that any controversy or claim arising out of or relating to this Agreement, the breach thereof, or its subject matter must be settled by binding arbitration in accordance with the commercial arbitration rules (then existing) of the American Arbitration Association. The decision of the arbitrator shall be final and unappealable. The arbitration must be conducted in Rochester, Minnesota, and judgment on the arbitration award may be entered in any court having jurisdiction thereof. If a Member files a claim or counterclaim against BrokerBin, the Member must do so on an individual basis and not with any other Member or as part of a class action. The parties acknowledge that this Agreement evidences a transaction involving interstate commerce. The Federal Arbitration Act shall govern the interpretation, enforcement, and proceedings of any arbitration held pursuant to this Section 16. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which hereby is expressly excluded. Notwithstanding anything to the contrary, BrokerBin, the Member, or any other party to the arbitration may at any time seek injunctions or other forms of equitable relief from any state or federal court of competent jurisdiction in Olmsted, Ramsey, or Hennepin County, Minnesota (the "Court"), and each party hereby consents to and agrees to submit to the exclusive personal jurisdiction and venue of the Court for the purpose of seeking injunctions or other forms of equitable relief pending the completion of the arbitration.

The provisions of this Section 16 (Arbitration) survive termination or expiration of this Agreement.

Relationship of the Parties

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

Electronic Signature Provisions

You represent and warrant that You have the legal right, power, and authority to agree to the terms of this Agreement on behalf of Yourself and any subscribing Member affiliated with You. You further agree that Your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that You have formed, executed, entered into, accepted the terms of, and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA, and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by You and any subscribing Member affiliated with You. You consent to the use of (a) electronic means to provide You with any notices given pursuant to this Agreement and (b) electronic records to store information related to this Agreement and Your use of the Site and Services.

Governing Law

This Agreement and the rights of the parties hereunder will be governed by, interpreted, and enforced in accordance with the internal laws, and not the laws pertaining to choice or conflict of laws, of the State of Minnesota and the Federal Arbitration Act.

General Provisions

You may not assign or transfer this Agreement or any Member rights or obligations, in whole or in part, by operation of law or otherwise, without the prior written consent of BrokerBin, which may be withheld in its sole and exclusive discretion. BrokerBin may assign this Agreement in whole or in part without Your consent.

No waiver of this Agreement, or any part hereof, will be binding unless made in writing and signed by the party claimed to have made such waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other conditions or subsequent breach whether of like or different nature. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to enforce subsequently the provision.

This Agreement together with the rules and policies of BrokerBin constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter.

If any provision of this Agreement is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, (a) such provision will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, it will be stricken; (b) the validity, legality, and enforceability of such provision will not in any way be affected or impaired thereby in any other jurisdiction; and (c) the remainder of this Agreement will remain in full force and effect. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

The provisions of this Section 20 (General Provisions) survive termination or expiration of the Agreement.

1. Description of Service.

BrokerBin currently provides the Services to its customers for a monthly fee. BrokerBin will host Your web site on BrokerBin's servers, provided, however, You abide by the terms and conditions set forth herein and in each of BrokerBin's policies and procedures here.

2. License of Your Web Site Content.

You grant to BrokerBin and BrokerBin accepts from You, a non-exclusive, worldwide and royalty free license to copy, display, use and transmit on and via the Internet Your web site content in connection with BrokerBin's performance or enforcement of this Agreement.

3. Availability of Services.

Subject to the terms and conditions of this Agreement, BrokerBin shall attempt to provide the Services for twenty-four (24) hours per day, seven (7) days per week throughout the term of this Agreement. You agree that from time to time the Services may be inaccessible or inoperable for any reason, including, without limitation, (a) equipment malfunctions, (b) periodic maintenance procedures or repairs that BrokerBin may undertake from time to time, or (c) causes beyond the control of BrokerBin or that are not reasonably foreseeable by BrokerBin, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You acknowledge that the Internet is neither owned nor controlled by any one entity and that that BrokerBin has no control of availability of the Services on a continuous or uninterrupted basis; therefore, BrokerBin can make no guarantee that any given party shall be able to access the server made available by BrokerBin as a part of the Services at any given time. BrokerBin represents that it shall make every good faith effort to ensure that the Services are available as widely as possible and with as little service interruption as possible. Furthermore, in no event will BrokerBin be responsible for and no credit will be given in relation to (aa) periodic scheduled maintenance or repairs BrokerBin may undertake from time to time, (bb) errors caused by You from custom scripting or coding, (cc) outages that do not affect the appearance of the web site but merely affect access to the web site such as FTP and email, (dd) causes beyond the control of BrokerBin or that are not reasonably foreseeable by BrokerBin, or (ee) outages related to the reliability of certain programming environments.

4. Web Site Content

5. SSL Certificates.

Any SSL certificate You purchase from BrokerBin or its affiliates to use in conjunction with the Services provided by BrokerBin, is intended for its specific use as described in the Subscriber Agreement and will not be exported from the server to be used with any other web hosting service. If You are using an SSL certificate on a web site hosted by BrokerBin, BrokerBin will generate and securely store a corresponding private key. For security reasons, at no time will BrokerBin release Your private key, even if You request. If You wish to export Your SSL certificate for use on a non- BrokerBin server, You will need to make a request to BrokerBin no earlier than thirty (30) days after Your initial SSL subscription began. After Your account with BrokerBin has been canceled, Your SSL certificate will become invalid.

6. Storage and Security.

At all times, You shall bear full risk of loss and damage to Your web site and all of Your web site content. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with the Site or any of Your web site content displayed, linked, transmitted through or stored on the Server. You shall be solely responsible for undertaking measures to: (i) prevent any loss or damage to Your web site content; (ii) maintain independent archival and backup copies of Your web site content; (iii) ensure the security, confidentiality and integrity of all your web site content transmitted through or stored on BrokerBin servers; and (iv) ensure the confidentiality of Your password. BrokerBin's shared hosting servers are not an archive and BrokerBin shall have no liability to You or any other person for loss, damage or destruction of any of Your content. You acknowledge and agree that BrokerBin has the right to carry out a forensics examination in the event of a compromise to Your server or account.

7. Term.

You agree to the initial term of service ("Term") selected by you during the registration process or at the time of purchasing web site design or development services from BrokerBin. Upon the expiration of Your initial Term, Your hosting service shall automatically renew for the same period of time not to exceed one year and Your payment method shall be charged for the renewal term on the renewal date. You acknowledge and agree that in the event You do not desire to automatically renew Your hosting services for the same period of time, it is Your responsibility and obligation to access Your account manager and manually turn off the default renewal and Your failure to access Your account manager and manually select to renew on a month-to-month basis shall be deemed acceptance of the renewal term.

8. Failure to Pay.

Your failure to remit payment to BrokerBin by the invoice due date is cause for removal of Your web site files from the BrokerBin hosting server. You agree that BrokerBin shall not be held liable for such removal or disconnection. BrokerBin may charge a reinstatement fee if Your account is reinstated after such removal or disconnection.

9. Refund Policy.

As detailed above, cancellation by You must be in writing with 30 days notice. Setup charges are not refundable under any circumstances, and You are not be entitled to any refund of any monies under any circumstances should this agreement be terminated before the end of the term of service.

10. Taxes

BrokerBin shall not be liable for any taxes or other fees to be paid in accordance with or related to purchases made from Your or BrokerBin's server. You agree to take full responsibility for all taxes and fees of any nature associated with such products sold.

11. Trademarks & Copyrights.

You warrant that You have the right to use any applicable trademarks or copyrighted material used in connection with this service.

12. Third-Party Software

If You install (or ask BrokerBin to install) any third-party software, the following terms shall apply. You represent and warrant You have the right to use and install the third-party software, and have paid the applicable licensing fees for the third party software, and the third-party software does not and shall not infringe on the intellectual property rights of any other person or entity. You agree to defend, indemnify and hold harmless BrokerBin and its employees, officers and directors for, from and against any and all claims brought against BrokerBin and its employees, officers and directors by a third-party alleging the software infringes: (i) the third-party's rights; or (ii) a U.S. patent, trademark, copyright or other intellectual property right. You agree that in such an event You shall pay all resulting costs, damages, expenses and reasonable attorneys' fees that a court awards and settlements incurred by BrokerBin in connection with any such claims.

13. Age.

You certify that he or she is of full legal age to enter into this agreement.

14. Policies

You agree to all terms in the BrokerBin Terms of Service, Privacy Policy, the terms and conditions of any other BrokerBin user agreement, and any new, different or additional terms, conditions or policies that BrokerBin may establish from time to time, all of which are either now available or will be posted when established from time to on BrokerBin's web site (collectively, the "Policies"). While BrokerBin will endeavor to provide you with reasonable advance notice of changes to the Agreement that materially and adversely impact your use of the Services. BrokerBin reserves the right to change the Policies at any time, in whole or in part, at its sole discretion, including to meet the needs of BrokerBin's customers, changing laws and new technology. Changes to the Policies apply to You. You may review the most current version of the Policies at BrokerBin's web site. Posting of such changed Usage Policy on its Web site shall constitute notice of such changes to You, although BrokerBin may choose additional types of notice. Your continued use of the Services following notice constitutes your acceptance of all changes. If you do not agree to any such changes, your sole and exclusive remedy is to cancel your account.

15. Termination

This Agreement may be terminated by either party, without cause, by giving the other party 45 days written notice. Written notice may be by postal, email or fax transmission. BrokerBin reserves the right to verify all cancellations before terminating service. Notwithstanding the above, BrokerBin may terminate service under this Agreement at any time, without penalty, if the You fail to comply with any of the terms of this Agreement. Termination for any violation of the BrokerBin Policies and Terms of Service Agreement shall be immediate. BrokerBin may, at its option, cancel or suspend service immediately should it believe You have violated or is about to violate BrokerBin Policies or should the You fail to remit payment to BrokerBin by the Your invoice due date. Written notice of cancellation may be by postal mail, email or fax transmission.

16. Force Majeure.

In the event of "force majeure" (as defined below), BrokerBin may terminate this Agreement without liability to you. For purposes of the Agreement, "force majeure" means circumstances or occurrences beyond BrokerBin's reasonable control, whether or not foreseeable at the time of entering into the Agreement, in consequence of which BrokerBin cannot reasonably be required to perform its obligations hereunder or otherwise perform its obligations under the Agreement. Such circumstances or occurrences include, but are not limited to: acts of God, war, civil war, insurrection, fires, floods, labor disputes, epidemics, governmental regulations and/or similar acts, embargoes, termination or temporary unavailability of any computer hardware or software, server, or network on which the 1&1 Services are located or maintained or through which the Services are provided, and non-availability of any permits, licenses and/or authorizations required by governmental authority. BrokerBin reserves the right at any time and from time to time to modify or discontinue, temporarily or permanently, the Services (or any part thereof) with or without notice. You agree that BrokerBin shall not be liable to you or to any third party for any modification, suspension or discontinuance of the Services.

17. No Assignment by You; Assignment by BrokerBin.

This Agreement and the rights pertaining hereto may not be assigned, resold, or otherwise transferred in whole or in part by You without BrokerBin's prior written consent. In particular, You may not sell accounts or subaccounts to third parties. Notwithstanding the above, this Agreement shall be binding upon Your successors and assigns, if any. BrokerBin may assign or license any or all of its rights and/or obligations hereunder in its free, sole, and unfettered discretion.

18. Disclaimer of Warranties and Representations.

Without affecting the "No Warranty; As Is" provision contained in the Terms of Service, YOU ACKNOWLEDGE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. BROKERBIN HEREBY DISCLAIMS ANY WARRANTY OR CONDITION WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND SOFTWARE, OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE SERVICES AND SOFTWARE, OR THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND SOFTWARE MAY CONTAIN ERRORS. NO ADVICE OR INFORMATION GIVEN BY BROKERBIN OR BROKERBIN'S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, CUSTOMER SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. BROKERBIN DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OF COMPUTER PROGRAMS AND CONTENT. BROKERBIN DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. BROKERBIN DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR BROKERBIN IN PARTICULAR. BROKERBIN WILL NOT BE RESPONSIBLE FOR ANY DAMAGES THAT MAY BE SUFFERED BY YOU, INCLUDING LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES OR SERVICE INTERRUPTIONS BY ANY CAUSE OR YOUR ERRORS OR OMISSIONS. USE OF ANY INFORMATION OBTAINED BY WAY OF BROKERBIN IS AT YOUR OWN RISK, AND BROKERBIN SPECIFICALLY DENIES ANY RESPONSIBILITY FOR THE ACCURACY OR QUALITY OF INFORMATION OBTAINED THROUGH ITS SERVICES. CONNECTION SPEED REPRESENTS THE SPEED OF AN END-TO-END CONNECTION. BROKERBIN DOES NOT REPRESENT GUARANTEES OF SPEED OR AVAILABILITY OF END-TO-END CONNECTIONS. BROKERBIN EXPRESSLY LIMITS ITS DAMAGES TO YOU FOR ANY NON-ACCESSIBILITY TIME OR OTHER DOWN TIME TO THE PRO-RATA MONTHLY CHARGE DURING THE SYSTEM UNAVAILABILITY. BROKERBIN SPECIFICALLY DENIES ANY RESPONSIBILITIES FOR ANY DAMAGES ARISING AS A CONSEQUENCE OF SUCH UNAVAILABILITY.

19. Limited Liability

Without affecting the limitation of liability contained in the Terms of Service, YOU EXPRESSLY AGREE THAT USE OF SERVICES IS AT YOUR SOLE RISK. NEITHER BROKERBIN, ITS EMPLOYEES, AFFILIATES, AGENTS, MERCHANTS LICENSERS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION SERVICE OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, SHALL BROKERBIN, ITS OFFICES, AGENTS OR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DISTRIBUTING THE SERVICES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE SERVICES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) OR THAT RESULTS FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES, ERRORS, DEFECTS, DELAYS IN OPERATION, OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO BROKERBIN'S RECORDS, PROGRAMS OR SERVICES, REGARDLESS OF WHETHER BROKERBIN HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. YOU HEREBY ACKNOWLEDGE THAT THIS PARAGRAPH SHALL APPLY TO ALL CONTENT ON BROKERBIN'S SERVERS PROVIDED THROUGH THE SERVICES. NOTWITHSTANDING THE ABOVE, YOUR EXCLUSIVE REMEDIES FOR ALL DAMAGES, LOSSES AND CAUSES OF ACTIONS WHETHER IN CONTRACT, TORT INCLUDING NEGLIGENCE OR OTHERWISE, SHALL NOT EXCEED TERMINATION OF THIS AGREEMENT PLUS THE AGGREGATE DOLLAR AMOUNT WHICH YOU PAID DURING THE LAST YEAR OF THE TERM OF THIS AGREEMENT. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE RULES OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU OR BROKERBIN MORE THAN ONE YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION HAS OCCURRED. SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, BROKERBIN'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

20. Indemnification.

You agree to defend, indemnify, save and hold BrokerBin harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorneys' fees asserted against BrokerBin, its agents, its customers, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by You, its agents, employees or assigns. You agrees to defend (using counsel reasonably acceptable to BrokerBin), indemnify and hold harmless BrokerBin against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of any of the following:

21. Domain Name Ownership, Disputes, and Use.

22. Entire Agreement

This Agreement and BrokerBin Policies constitute the entire understanding of the parties. Any changes or modifications to this Agreement are automatically agreed to by the parties upon any change or renewal of the Term or Services.

23. Governing Law; Arbitration; Venue.

This Agreement shall be governed and construed in accordance with the laws of the State of Minnesota. You and BrokerBin are bound by the arbitration requirement contained in the Terms of Service. Any action arising out of any such arbitration, out of this Agreement or the Policies must be brought in either the Minnesota District Court for Olmsted County, Minnesota or the United States District Court for the District of Minnesota. You consent to personal jurisdiction and venue in such courts and you waive any challenge to personal jurisdiction or venue in such courts. You further agree that BrokerBin shall be entitled to collect its attorneys' fees, costs and other expenses in the event that BrokerBin acts to enforce this venue selection clause, regardless of whether BrokerBin prevails in the underlying action.

24. Waiver of Trial by Jury.

YOU HEREBY AGREE THAT AS A PART OF THE CONSIDERATION FOR THIS AGREEMENT, YOU WAIVE THE RIGHT TO A TRIAL BY JURY FOR ANY DISPUTE ARISING BETWEEN YOU AND BROKERBIN THAT IS IN ANY WAY RELATED TO THE SUBJECT MATTER OF THIS AGREEMENT.

26. Relationship of the Parties

No agency, partnership, joint venture, employee-employer or franchiser-franchisee relationship is intended or created by this Agreement.

27. Additional Provisions

No waiver of this Agreement, or any part hereof, will be binding unless made in writing and signed by the party claimed to have made such waiver. No waiver of any breach or condition of this Agreement will be deemed to be a waiver of any other conditions or subsequent breach whether of like or different nature. The failure of either party to enforce any provision of this Agreement will not constitute a waiver of the party's rights to enforce subsequently the provision. This Agreement together with the rules and policies of BrokerBin constitute the entire agreement between the parties with respect to the subject matter hereof and supersedes and replaces all prior or contemporaneous understandings or agreements, written or oral, regarding such subject matter. If any provision of this Agreement is, becomes, or is deemed invalid, illegal, or unenforceable in any jurisdiction, (a) such provision will be deemed amended to conform to applicable laws of such jurisdiction so as to be valid and enforceable or, if such provision cannot be so amended without materially altering the intention of the parties, it will be stricken; (b) the validity, legality, and enforceability of such provision will not in any way be affected or impaired thereby in any other jurisdiction; and (c) the remainder of this Agreement will remain in full force and effect. Furthermore, in lieu of any invalid, illegal, or unenforceable provision, there will be added automatically as a part of this Agreement a provision as similar in terms to such illegal, invalid, or unenforceable provision as may be possible and be legal, valid, and enforceable.

28. Electronic Signature Provisions.

You represent and warrant that You have the legal right, power, and authority to agree to the terms of this Agreement on behalf of Yourself and any subscriber affiliated with You. You further agree that Your use constitutes an electronic signature as defined by the Electronic Signatures in Global and National Commerce Act ("E-Sign") and the Uniform Electronic Transactions Act ("UETA") and that You have formed, executed, entered into, accepted the terms of, and otherwise authenticated this Agreement and acknowledged and agreed that this Agreement is an electronic record for purposes of E-Sign, UETA, and the Uniform Computer Information Transactions Act and as such is completely valid, has legal effect, is enforceable, and is binding on, and non-refutable by You and any subscribing Member affiliated with You. You consent to the use of (a) electronic means to provide You with any notices given pursuant to this Agreement and (b) electronic records to store information related to this Agreement and Your use of the Site and Services.

1. Violations of Intellectual Property Rights.

Any violation of any person's intellectual property rights, rights of privacy, rights of publicity or other personal rights is prohibited. BrokerBin is required by law to remove or block access to content appearing on or through the Services upon receipt of proper notice of copyright infringement (see "Copyright Infringement Notice Information" below).

2. Spamming

Spamming, whether or not it overloads the Services or disrupts service to BrokerBin's Subscribers, is prohibited. The term "spamming" includes, but is not limited to, the sending of unsolicited bulk and/or commercial message over the Internet or maintaining an open SMTP policy. BrokerBin reserves the right to determine, in its sole and absolute discretion, whether e-mail recipients were from an opt-in email list.

3. Misprepresentation of Transmission Information.

Forging, misrepresenting, omitting, or deleting message headers, return mailing information and/or Internet protocol addresses to conceal or misidentify the origin of a message is prohibited.

4. Viruses and Other Destructive Activities.

Use of the Services for creating or sending Internet viruses, worms or Trojan horses, or for pinging, flooding or mail bombing, or engaging in denial of service attacks is prohibited. It is also prohibited for any Subscriber to engage in other activity that is intended to disrupt or interfere with, or that results in the disruption of or interference with, the ability of others to effectively use the Services (or any connected network, system, service or equipment) or conduct their business over the Internet.

5. Hacking

"Hacking" and related activities is prohibited. "Hacking" includes, but is not limited to, the following activities: illegally or without authorization, accessing computers, accounts or networks, penetrating or attempting to penetrate security measures, port scans, stealth scans, and other activities designed to assist in hacking.

6. Anonymous Proxies

We do not allow the use of anonymous proxy scripts on our servers. They can be very abusive to the server resources, affecting all users on that server.

7. Export Control Violations

The exportation of encryption software outside of the United States and/or violations of United States law relating to the exportation of software are prohibited.

8. Child Pornography.

The use of the Services to store, post, display, transmit, advertise or otherwise make available child pornography is prohibited. BrokerBin is required by law, and will, notify law enforcement agencies when it becomes aware of the presence of child pornography on, or being transmitted through, the Services.

9. Other Illegal Activities.

Transmission of any material in violation of any Federal, State or local regulation is prohibited. The use of the Services to engage in any activities that are determined by BrokerBin, in its sole and absolute discretion, to be illegal is prohibited. Such illegal activities include, but are not limited to, storing, posting, displaying, transmitting or otherwise making available Ponzi or pyramid schemes, fraudulently charging credit cards or displaying credit card information of third parties without their consent, and failure to comply with applicable on-line privacy laws. BrokerBin will cooperate fully with appropriate law enforcement agencies in connection with any and all illegal activities occurring on or through the Services.

10. Obscene, Defamatory, Abusive, or Threatening Language.

Use of the Services to store, post, transmit, display or otherwise make available obscene, defamatory, harassing, abusive or threatening language is prohibited.

11. Backup Storage.

BrokerBin Web Hosting intends to offer services to host web sites, not store data. Using an account as an online storage space for archiving electronic files is prohibited.

12. Privacy; Cookies.

Subscriber shall comply with all applicable laws and its published privacy policies with regard to private or confidential information and cookies used on its web site.

13. Other Activities.

Engaging in any activity that, in BrokerBin's sole and absolute discretion, disrupts, interferes with or is harmful to (or threatens to disrupt, interfere with, or be harmful to) the Services, BrokerBin's business, operations, reputation, goodwill, customers and/or customer relations, or the ability of BrokerBin's customers to effectively use the Services is prohibited. Such prohibited activities include making available any program, product or service that is designed to or could be used to violate this Usage Policy. In addition, a Subscriber's failure to cooperate with BrokerBin in correcting or preventing violations of this Usage Policy by, or that result from the activity of, a customer of a Subscriber is a violation of this Usage Policy.