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Terms and Conditions

 

 

This Terms of Service Agreement ("Agreement") is entered into as of the date on which the ETailer first uses the UrBema, LLC Services (as defined below) ("Effective Date") by and between UrBema, LLC, LP ("UrBema, LLC") and ETailer ("ETailer").

R E C I T A L S

WHEREAS, UrBema, LLC is a service provider that offers access to, and use of, certain applications including its fully integrated set of web-based modules ("UrBema, LLC Services") and implementation support to initiate such access and use.

WHEREAS, ETailer wants to retain UrBema, LLC to allow ETailer to access and use the UrBema, LLC Services under the terms and conditions set forth in this Agreement.

NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, ETailer and UrBema, LLC agree to the foregoing and as follows:

ARTICLE 1—GENERAL

  1.  This Agreement represents the terms and conditions under which UrBema, LLC shall provide ETailer access to and use of the UrBema, LLC Services package or packages subscribed to ("UrBema, LLC Services Package"), which may be amended from time to time to reflect additional or amended UrBema, LLC Services ordered by ETailer. UrBema, LLC Services shall be provided to ETailer via the Internet's world wide web. Additional services and/or deliverables may be procured consistent with the terms of this Agreement. Any attempt to alter or amend the terms and conditions contained in this Agreement through conflicting or inconsistent terms in any other document shall be void and of no force and effect.

ARTICLE 2—URBEMA, LLC SERVICES

  1.  ETailer will be responsible for procuring, at ETailer's sole expense, all equipment or other software ( including licenses necessary to use currently-supported versions thereof) , if any, required to use UrBema, LLC Services. For such third party hardware or software, ETailer shall only receive the manufacturer's warranty, if any, and shall receive no warranties from Licensor for any such third party hardware or software.
  2.  During the term of this Agreement, ETailer will have a limited, revocable, non-transferable and non-exclusive license for ETailer's employees ("Authorized Users") to use the UrBema, LLC Services Package and related documentation solely for ETailer's business purposes consistent with the terms and conditions of this Agreement. UrBema, LLC will issue to one Authorized User ("UrBema, LLC Administrator") an individual logon identifier and password ("Administrator's Logon") for purposes of administering the UrBema, LLC Services Package. ETailer acknowledges and agrees that only its UrBema, LLC Administrator shall be authorized to bind ETailer in connection with any service provided to ETailer under this Agreement. Using Administrator's Logon, the UrBema, LLC Administrator shall assign each remaining Authorized User a unique logon identifier and password and assign and manage the business rules that control each such Authorized User's access to the UrBema, LLC Services Package. ETailer shall use its reasonable efforts to see that each Authorized User will: (a) be responsible for the security and/or use of his or her logon identifier; (b) not disclose such logon identifier to any person or entity; (c) not permit any other person or entity to use his or her logon identifier; (d) use the UrBema, LLC Services Package consistent with the assigned business rules; and (e) use the UrBema, LLC Services Package in accordance with the terms and conditions of this Agreement. ETailer will be responsible for: (f) advising each Authorized User of his or her obligations under this Agreement and of the license restrictions set forth in this Agreement; and (g) any and all costs and expenses incurred through the authorized use of ETailer's Logon. UrBema, LLC reserves the right to deny, suspend or revoke access to the UrBema, LLC Services, in whole or in part, if UrBema, LLC believes ETailer and/or its Authorized Users are in breach of this Agreement or are otherwise using or accessing the UrBema, LLC Services inconsistent with the terms and conditions of this Agreement.
  3.  The eTailer is expected to be familiar with and to practice good Internet etiquette (“Netiquette”). The eTailer will comply with the rules appropriate to any network to which UrBema, LLC may provide access. The eTailer should not post, transmit, or permit Internet access to information the eTailer desires to keep confidential. The eTailer is not permitted to post any material that is illegal, libelous, tortuous, indecently depicts children, is of a profane, sexual, pornographic, or obscene nature, or is likely to result in retaliation against UrBema, LLC by offended users, or any material that UrBema, LLC determines in its sole discretion to be inappropriate.   This includes advertising services or sites via IRC or USENET in clear violation of the policies of the IRC channel or USENET group. 

ETailer agrees that ETailer and its Authorized Users will not: (a) sell, lease, license or sublicense the UrBema, LLC Services; (b) modify, change, alter, translate, create derivative works from, reverse engineer, disassemble or decompile the UrBema, LLC Services in any way for any reason; (c) provide, disclose, divulge or make available to, or permit use of the UrBema, LLC Services by, any third party; (d) copy or reproduce all or any part of the UrBema, LLC Services (except as expressly provided for herein); (e) interfere, or attempt to interfere, with the UrBema, LLC Services in any way; (f) engage in spamming, mail bombing, spoofing or any other fraudulent, illegal or unauthorized use of the UrBema, LLC Services; (g) knowingly introduce into or transmit through the UrBema, LLC Services any virus, worm, trap door, back door, timer, clock, counter or other limiting routine, instruction or design; (h) remove, obscure or alter any copyright notice, trademarks or other proprietary rights notices affixed to or contained within the UrBema, LLC Services; or (i) engage in or allow any action involving the UrBema, LLC Services that is inconsistent with the terms and conditions of this Agreement.  

  1.  The parties acknowledge and agree that UrBema, LLC is providing access to and use of the UrBema, LLC Services and products to multiple eTailers and that such services or products are non-exclusive.
  2.  UrBema, LLC shall use commercially reasonable efforts to keep the UrBema, LLC Services Package available on a 24 hour a day, 7 day a week basis, subject to scheduled downtime for maintenance purposes, unscheduled maintenance and systems outages. The parties acknowledge that since the Internet is neither owned nor controlled by any one entity, UrBema, LLC makes no guarantees that any given user will be able to access the UrBema, LLC Services Package at any given time, and UrBema, LLC shall not be liable to ETailer for failure of accessibility to the UrBema, LLC Services Package.
  3.  If a eTailer has purchased any UrBema, LLC software or has obtained FTP access to the UrBema, LLC software, UrBema, LLC shall have the right, during the term of this Agreement and for a period of six (6) months thereafter, upon reasonable notice and at reasonable times, to access ETailer's location and files to inspect ETailer's or your agent's use of the UrBema, LLC systems, as well as computers and equipment used in connection therewith. ETailer shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the UrBema, LLC Services or this Agreement, UrBema, LLC shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity, and to or suspend, revoke, or terminate UrBema, LLC Services if you are still a UrBema, LLC eTailer.
  4. . UrBema, LLC will provide products to be sold in the eTailers ecommerce store. The eTailer understands and will not hold UrBema, LLC liable for loss of sales due to lack of product availability.

ARTICLE 3—FEES; PAYMENT TERMS

  1.   ETailer shall pay all amounts due under any invoice to UrBema, LLC within thirty (30) calendar days of due date.
  2.  If ETailer fails to pay any fees by the applicable due date, UrBema, LLC will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; and/or (b) suspend access to any or all of the UrBema, LLC Services and/or performance of the services provided by UrBema, LLC hereunder and/or terminate this Agreement. Any such suspension or termination will not relieve ETailer from paying any outstanding fees plus interest and late charges. ETailer will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys' fees, court costs and collection agency fees.
  3. ETailer will pay or reimburse UrBema, LLC for all sales, use, transfer, privilege, excise and all other taxes and all duties, whether international, national, state or local, however designated, which are levied or imposed by reason of the performance by UrBema, LLC under this Agreement, excluding, however, income taxes or gross receipts taxes which may be levied against UrBema, LLC. Such taxes may be reflected on ETailer invoices.
  4. You hereby authorize the UrBema, LLC to charge Your credit card to pay for the ongoing Subscription Fees and store maintenance fees to UrBema, LLC at the then current Subscription Rate. You further authorize the Company to charge Your credit card for any and all purchases of products, services available through, at, in or on, or provided by, UrBema, LLC. You agree to be personally liable for all charges incurred by You during or through the use of UrBema, LLC. Your liability for such charges shall continue after termination of Your membership.
  5. All charges to Your credit card or debit card for the UrBema, LLC Hosting and Licensing, under the terms and conditions of this Agreement, will be made in advance by automatic credit card or debit card debit and you hereby authorize the Company and its agents to process such transactions on Your behalf.
  6. All charges to your credit card are nonrefundable. In order to avoid such charges, you must cancel your UrBema, LLC e and Licensing.
  7. UrBema, LLC will pay eTailer sales commissions according to its standard published commission rates for eTailer sales from the etailer’s assigned ecommerce store as long as all monthly fees are paid according to section 3.1. Commission payments will be made via electronic deposit according to the ACH form submitted by the eTailer. Payments will be made 2 times per month and only made once the commission due reaches $100 (One Hundred Dollars). It is also understood that eTailers are responsible for managing and paying their own income tax requirements. UrBema, LLC is not responsible for any tax liability derived from payments made to the eTailer.
  8. eTailer commissions will be paid according to the following eTailer program levels, this is exluding any tax or shipping fees collected from each sale:

- Standard eTailer – 25% of Gross sales

- Certified eTailer – 30% of Gross Sales

- Diamond eTailer – 40% of Gross sales

ARTICLE 4—LIMITED WARRANTIES

  1.  ETailer represents and warrants to UrBema, LLC that: (a) ETailer has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) ETailer and its Authorized Users will only use the UrBema, LLC Services for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (c) ETailer warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should ETailer receive notice of any claim regarding the UrBema, LLC Services, ETailer shall promptly provide UrBema, LLC with a written notice of such claim.
  2.  UrBema, LLC warrants that: (a) UrBema, LLC has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) UrBema, LLC will perform the services required under this Agreement in a professional and workmanlike manner.
  3.  EXCEPT AS OTHERWISE SET FORTH HEREIN, URBEMA, LLC MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE SERVICES AND/OR ACCESS TO OR USE OF THE URBEMA, LLC SERVICES PROVIDED TO ETAILER UNDER THIS AGREEMENT. URBEMA, LLC SPECIFI­CALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MER­CHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON­INFRINGEMENT.

ARTICLE 5—LIMITATION OF LIABILITY

URBEMA, LLC'S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY ETAILER TO URBEMA, LLC THROUGH THE DATE URBEMA, LLC'S LIABILITY TO ETAILER ACCRUES. IN NO EVENT SHALL URBEMA, LLC BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

ARTICLE 6—INDEMNIFICATION

ETailer agrees to indemnify, defend (at UrBema, LLC's sole option and at ETailer's sole expense) and hold harmless UrBema, LLC, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim arising out of or relating to ETailer's use of and/or access to the UrBema, LLC Services or services provided hereunder, including but not limited to any claims arising out of the sale or offer for sale of any illegal, infringing, counterfeit products or services or any other misuse of the UrBema, LLC Services by ETailer or its eTailers. ETailer specifically acknowledges that UrBema, LLC shall not be liable to ETailer for losses, if any, incurred as a result of fraudulent or unauthorized misuse of UrBema, LLC Services.

ARTICLE 7—CONFIDENTIAL INFORMATION

"Confidential Information" will include the terms of this Agreement, any software provided by UrBema, LLC under this Agreement, the logon identifiers and/or passwords provided to ETailer and each Authorized User, the prices and fees charged under this Agreement, any other materials marked confidential by ETailer or UrBema, LLC and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party's possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party's Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 8—PROPRIETARY RIGHTS

No right (except for the license granted in Section 2.2), title or interest of intellectual property or other proprietary rights in and to the UrBema, LLC Services and/or other products or services made available under this Agreement is transferred to ETailer hereunder. UrBema, LLC and its Third Party Licensors retain all right, title and interests, including, without limitation, all copyright, trade secret, intellectual property and other proprietary rights in and to the UrBema, LLC Services and/or other products or services provided under this Agreement. ETailer will retain all right, title and interest to the documents created by ETailer using the UrBema, LLC Services, subject to any rights of UrBema, LLC in underlying works from which such documents were derived.

ARTICLE 9—TERM AND TERMINATION

  1.  ETailer is responsible for all UrBema, LLC Service charges up to and including the day client cancels UrBema, LLC Services. To cancel UrBema, LLC Service the eTailer must call our toll free number (listed on website) and ask for the cancellation department. A cancellation representative will verify that the person calling is the owner of the site and will issue a cancellation number to the eTailer. The cancellation number will serve as proof that the site and service has been cancelled. The eTailer is responsible for all outstanding charges up to the time the cancellation number is issued. For security purposes, e-mail notice will be disregarded.

Cancellation of store front software does not release client from any long term contracts that client might have signed with UrBema, LLC. If client has pre-paid for a year of service, cancellation does not result in a refund.

9.2 Term. This Agreement will commence as of the Effective Date and shall continue thereafter on a month to month basis unless terminated pursuant to Section 9.2 or 9.3, OR UPON TELEPHONE NOTICE TO THE URBEMA, LLC BILLING DEPARTMENT. ANY EMAIL NOTICE WILL BE DISREGARDED. WRITTEN NOTICE MAY BE MAILED DIRECTLY TO URBEMA, LLC AT:

2625 Piedmont Road, ste. 56-252 Atlanta, Ga. 30324

  1.  UrBema, LLC shall have the right, upon written notice to ETailer, to terminate this Agreement if: (a) ETailer fails to timely pay UrBema, LLC any amount due to UrBema, LLC under this Agreement; (b) ETailer materially breaches any term or condition this Agreement, provided such breach is not cured by ETailer within thirty (30) calendar days following UrBema, LLC's notice to ETailer of such breach; or (c) ETailer (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.
  2. ETailer will have the right, upon written notice to UrBema, LLC, to terminate this Agreement if UrBema, LLC is in material breach of this Agreement and UrBema, LLC fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.
  3.  Upon the expiration and non-renewal or termination of this Agreement for any reason: (a) ETailer's access to, and use of, the UrBema, LLC Services will terminate; (b) ETailer will return to UrBema, LLC any and all UrBema, LLC Services, equipment, software, documentation or other deliverables provided to ETailer by UrBema, LLC including any copies thereof held by ETailer; (c) UrBema, LLC will deliver to ETailer all ETailer documents and other materials stored by ETailer on the UrBema, LLC Network; and (d) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.
  4. Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, including but not limited to Articles 6, 7, and 8.

ARTICLE 10—MISCELLANEOUS

  1.  Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier, in each case addressed, in the case of ETailer, the address listed in UrBema, LLC's records, or in the case of UrBema, LLC, to 2625 piedmont Road, ste 56-252, Atlanta, Ga. 30324 (or to such other address as may be specified upon notice).
  2.  ETailer will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without UrBema, LLC's prior written consent, which consent may be withheld, delayed or conditioned in UrBema, LLC's discretion. UrBema, LLC will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to ETailer.
  3.  Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.
  4.  Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of UrBema, LLC and ETailer. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of UrBema, LLC and ETailer; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, estoppel or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.
  5. If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless UrBema, LLC in good faith deems the unenforceable provision to be essential, in which case UrBema, LLC will have the right to terminate this Agreement in accordance with Section 10.2.
  6.  ETailer grants UrBema, LLC the right to use ETailer's name in press releases, product brochures, web promotions and financial reports indicating that ETailer is a eTailer of UrBema, LLC.
  7.  This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.
  8.  ETailer acknowledges that some UrBema, LLC Services may be provided by Third Party Licensors. Third Party Licensors are third party beneficiaries to this Agreement, and there are no other third party beneficiaries to this Agreement.
  9.  This Agreement will be interpreted and construed in accordance with the laws of the State of Georgia, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Atlanta, Georgia. EACH PARTY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR FOR Atlanta, Georgia. Notwithstanding the foregoing, the parties agree that if any dispute arises between them relating to this Agreement, they will first participate in non-binding mediation prior to the commencement of any litigation or other proceeding. If a party intends to invoke this mediation provision, such party shall notify the other party in writing, by certified and regular mail, of such party's desire to convene mediation. The parties shall then have thirty (30) days in which to appoint a mutually acceptable mediator, and if the parties are unable to agree on a mediator, each party shall select a mediator and the mediators so chosen shall appoint a third mediator who shall preside over the proceeding. The mediation shall be conducted in Atlanta, Georgia. The parties shall participate in good faith in any mediation proceeding until the mediator determines that no further progress can be made in resolving the dispute. The parties shall each bear an equal portion of the mediator's fees. Each party may be represented by counsel during the mediation.
  10.  Client agrees that, during the Term of the Relationship with UrBema, LLC and for a period of two years thereafter, Client shall not intentionally, and shall not intentionally permit any of the Client’s affiliates to directly or indirectly, personally or through others, encourage, induce, attempt to induce, solicit or attempt to solicit any employee of UrBema, LLC to leave his or her employment with UrBema, LLC.
  11. . Violations of system or network security are prohibited, and may result in criminal and civil liability. UrBema, LLC may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:

Violators of the policy are responsible, without limitations, for the cost of labor to clean up and correct any damage done to the operation of the network and business operations supported by the network, and to respond to complaints incurred by UrBema, LLC. Such labor is categorized as emergency security breach recovery and is currently charged at $250 USD per hour required.

UrBema, LLC is concerned with the privacy of online communications and web sites. In general, the Internet is neither more nor less secure than other means of communication, including mail, facsimile, and voice telephone service, all of which can be intercepted and otherwise compromised. As a matter of prudence, however, UrBema, LLC urges its eTailers to assume that all of their online communications are insecure. UrBema, LLC cannot take responsibility for the security of information transmitted over UrBema, LLC's facilities.

  1.  The UrBema, LLC service may only be used for lawful purposes. Transmission, distribution, or storage of any information, data or material in violation of United States or state regulation or law, or by the common law, is prohibited. This includes, but is not limited to, material protected by copyright, trademark, trade secret, or other intellectual property rights.

Making unauthorized copies of software is a violation of the law, no matter how many copies you are making. If you copy, distribute or install the software in ways that the license does not allow, you are violating federal copyright law. If caught with pirated software, you or your company may be liable under both civil and criminal law, and you may be liable for up to $150,000 per infringement.

UrBema, LLC will cooperate fully with any civil and/or criminal litigation arising from the violation of this policy.

  1.  ETailers have a responsibility to use the UrBema, LLC service responsibly. This includes respecting the other eTailers of UrBema, LLC. UrBema, LLC reserves the right to suspend and or cancel service with any ETailer who uses the UrBema, LLC service in such a way that adversely affects other UrBema, LLC eTailers. This includes but is not limited to:

UrBema, LLC will react strongly to any use or attempted use of an Internet account or computer without the owner's authorization. Such attempts include, but are not limited to, "Internet Scanning" (tricking other people into releasing their passwords), password robbery, security hole scanning, port scanning, etc. Any unauthorized use of accounts or computers by a UrBema, LLC eTailer, whether or not the attacked account or computer belongs to UrBema, LLC, will result in severe action taken against the attacker. Possible actions include warnings, account suspension or cancellation, and civil or criminal legal action, depending on the seriousness of the attack. Any attempt to undermine or cause harm to a server, or eTailer, of UrBema, LLC is strictly prohibited.

Violations of this policy may be reported directly to the FBI's Infrastructure Protection & Computer Intrusion Squad at http://www.fbi.gov/hq.htm . UrBema, LLC will cooperate fully with any civil and/or criminal litigation arising from the violation of this policy.

  1.  All services may be used for lawful purposes only. Transmission, storage, or presentation of any information, data or material in violation of any applicable law, regulation, or AUP is prohibited. This includes, but is not limited to: copyrighted material or material protected by trade secret and other statute or dissemination of harmful or fraudulent content.

Using any UrBema, LLC service or product for the purpose of participating in any activity dealing with subject matters that are prohibited under applicable law is prohibited.

Any conduct that constitutes harassment, fraud, stalking, abuse, or a violation of federal export restriction in connection with use of UrBema, LLC services or products is prohibited. Using the UrBema, LLC network to solicit the performance of any illegal activity is also prohibited, even if the activity itself is not performed. In addition, knowingly receiving or downloading a file that cannot be legally distributed, even without the act of distribution, is prohibited.

Servers hosted within UrBema, LLC network are open to the public. You are solely responsible for your usage of the UrBema, LLC network and servers and any statement you make on servers hosted within the UrBema, LLC network may be deemed "publication" of the information entered. Acknowledging the foregoing, you specifically agree not to use our service in any manner that is illegal or libelous.

 UrBema, LLC will cooperate fully with any criminal investigation into a ETailer's violation of the Child Protection Act of 1984 concerning child pornography. ETailers are ultimately responsible for the actions of their clients over the UrBema, LLC network, and will be liable for illegal material posted by their clients.

According to the Child Protection Act, child pornography includes photographs, films, video or any other type of visual presentation that shows a person who is or is depicted as being under the age of eighteen years and is engaged in or is depicted as engaged in explicit sexual activity, or the dominant characteristic of which is the depiction, for a sexual purpose, of a sexual organ or the anal region of a person under the age of eighteen years or any written material or visual representation that advocates or counsels sexual activity with a person under the age of eighteen years.

Violations of the Child Protection Act may be reported to the U.S. Customs Agency at 1-800-BEALERT

  1.  Unsolicited commercial email (UCE) is defined by UrBema, LLC as any electronic communication (e-mail, ICQ, IRC, Instant Messenger, etc…) sent for purposes of distributing commercial information of any kind, soliciting the purchase or sale of products or services or soliciting any transfer of funds to a recipient who has not agreed to receive such communication.

Unsolicited bulk e-mail (UBE) is defined by UrBema, LLC as any electronic communication (e-mail, ICQ, IRC, Instant Messenger, etc…) to multiple recipients who have not agreed to receive such communication.

Use of the UrBema, LLC network, servers or services to transmit any unsolicited commercial or unsolicited bulk-e-mail is expressly prohibited, as is hosting web sites or services on a server, which are advertised in any UCE/UBE. UrBema, LLC also prohibits the sending of any fraudulent, malicious, harassing, false or misleading electronic communications, including, without limitation, chain letters, pyramid schemes, or e-mails with forged headers. Posting off-topic advertisements to Usenet discussion groups, ICQ, Instant Messenger, etc., is also expressly prohibited.

Additionally, UrBema, LLC eTailers are expressly prohibited from sending any UCE/UBE from our network or any email from another network that in any way references a document, image, or Web site that resides on the UrBema, LLC network or in one of our data centers. Violations of this type may result in the termination of the offending UrBema, LLC account. Our eTailers are ultimately responsible for any violations of the AUP by their clients, and any violation of the AUP by a client of a UrBema, LLC eTailer shall be deemed a violation of the AUP by such UrBema, LLC eTailer.

ETailers whose actions directly or indirectly result in UrBema, LLC IP space being listed in any of the various abuse databases may be subject to having the offending domain(s), server(s), or user(s) immediately removed from our service. In addition, if UrBema, LLC in its sole discretion determines that a eTailer is in violation of our AUP, UrBema, LLC may, at its sole discretion, restrict, suspend or terminate a eTailer's account. UrBema, LLC will, in most cases, attempt to contact a eTailer prior to suspension or termination of a server(s), but can not guarantee prior notification.

Any server suspended or terminated for AUP violations will be reconnected only after the eTailer agrees to cease all activities that violate the UrBema, LLC AUP and pays all applicable reconnect fees and related charges. Any server suspended a second time for AUP violations WILL be immediately and permanently removed from our network.

ETailers that UrBema, LLC determines in its sole discretion to be in violation of the UrBema, LLC AUP may be subject to additional fees or fines including, without limitation, any applicable reconnect fees.

  1.  While UrBema, LLC prohibits the use of its systems or network to send unsolicited email (UCE/UBE) as described above, eTailers may send permission-based email marketing, subject to the guidelines provided herein. Permission-based marketing is defined as electronic marketing that an end user agrees to receive. This is often referred to as 'opt-in' electronic marketing. All recipient information for such marketing conducted by UrBema, LLC eTailers must be documented and cataloged by the eTailer. This information is to include date, time, originating IP and the location from which the email address or other recipient information was obtained. Additionally, a eTailer must at a minimum comply with the following guidelines, and any additional guidelines established by UrBema, LLC from time to time in its sole discretion, to engage in permission-based email marketing without violating the AUP:
  2. "You opted-in to receive this email promotion from our web site or from one of our partner sites."
  3. "If you would like to learn more about how we received your email address, please contact us at abuse@domain.com."

Requests for "opt-in" information must be responded to within 72 hours.

Disclaimer
  1. If UrBema, LLC in its sole discretion determines that a ETailer's server has become the source or target of any violation concerning the UrBema, LLC Acceptable Use Policy (AUP), UrBema, LLC reserves the right to suspend network access to that server. While UrBema, LLC will attempt to contact the ETailer before suspending network access to the eTailer's server(s), prior notification to the ETailer is not assured. In certain cases, UrBema, LLC will contact law enforcement and other agencies regarding these activities. ETailers are responsible for all charges, as well as any fees relating to the investigation, suspension, administration and handling of their servers before, during and after the suspension period.
  2.  The headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.
  3.  This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

Trademark and Copyright Legal Notices UrBema, LLC, UrBema, LLC.Net, the UrBema, LLC, Usuppli and the YouSellHair logo are registered trademarks and/or registered service marks of UrBema, LLC., or one of its subsidiaries, in the United States and other countries.

Other brands or product names are trademarks or service marks of their respective owners, should be treated as such, and may be registered in various jurisdictions.