1. Term and Payment for Services and Refund Policy Information

2. Use of Services

2.1 Applicable Policies and Guidelines. The Re-invent Acceptable Use And Service Guidelines (the "Usage Guidelines") govern the general policies and procedures for use of the Services. Re-invent's On-line Privacy Practices governs how Re-invent collects, stores, processes and uses information associated with your use of the Services. The Usage Guidelines and the On-line Privacy Practices are posted on Re-invent's Web site at (or such other location as Re-invent may specify) and may be updated from time-to-time. YOU SHOULD CAREFULLY READ THE USAGE GUIDELINES. BY USING THE SERVICES, YOU AGREE TO BE BOUND BY THE TERMS OF THE USAGE GUIDELINES AND ANY MODIFICATIONS THERETO. Re-invent RESERVES THE RIGHT TO TERMINATE YOUR ACCOUNT FOR ANY VIOLATION OF THE USAGE GUIDELINES OR THIS Contract.  TERMINATION FEES WILL APPLY FOR VIOLATIONS OF OUR ACCEPTABLE USE POLICY. PLEASE REFER TO OUR ACCEPTABLE USE POLICY FOR MORE SPECIFIC INFORMATION.

2.2 Material and Product Requirements. You must ensure that all material and data placed on Re-invent's equipment is in a condition that is "server-ready," which is in a form requiring no additional manipulation by Re-invent. Re-invent will make no effort to validate any of this information for content, correctness or usability. In the event that your material is not "server-ready", Re-invent has the option at any time to reject this material. Re-invent will notify you of its refusal of the material and afford you the opportunity to amend or modify the material to satisfy the needs and/or requirements of Re-invent. Use of the Services requires a certain level of knowledge in the use of Internet languages, protocols and software. This level of knowledge varies depending on the anticipated use and desired content of your Web site. You must have the necessary knowledge to create and maintain a Web site. It is not Re-invent's responsibility to provide this knowledge or customer support outside of the Services agreed to by you and Re-invent.

2.3 Bandwidth And Storage Usage. You agree that use of the Services hereunder will not exceed the bandwidth and web site and email storage usage limits set out in the hosting offering. If you use any bandwidth or storage space in excess of the agreed upon number of megabytes per month, Re-invent may, in its sole discretion, assess you with additional charges, suspend the performance of the Service, or terminate this Contract. In the event that Re-invent elects to take any corrective action, you will not be entitled to a refund of any unused pre-paid fees.

2.4 Server Resources. Re-invent Technologies LLC prohibits any Subscriber Content or activities that use excessive server resources, or may adversely affect any other Customers.  Customer understands that they share server resources with other Customers. In order to provide a stable and reliable hosting environment, server resources are limited for each account, which may include CPU and memory usage, number of concurrent processes, number of concurrent port or database connections, total bandwidth usage and disk space allocation.

2.5 Domain Names. As part of the Services, you will provide Re-invent with a registered domain name or names or Re-invent will register such domain name(s) selected by you, provided that such domain name is available for registration and does not violate any Network Solutions' or other registration services' policies, or any law or regulation. You agree to promptly reimburse Re-invent for any fees paid by Re-invent to Network Solutions or other registration services with respect to the registration and maintenance of such domain name(s). In the event of any dispute or cause of action arising out of or related to your domain name used in connection with the Services, upon your request Re-invent will attempt to register with Network Solutions or other registrar an alternative domain name chosen by you. You agree to be bound by the terms of InterNIC's then current domain name policy and/or the policies of the national DNS registration authorities to which you become subject upon registration of your domain name. The inability to use a domain name shall not entitle you to a refund by Re-invent of any fees paid with respect to the registration of such unusable domain name.

2.6 Mass Emailing. Re-invent Technologies LLC does not allow the use of their services for mass mailings. This includes all mailing lists, legitimate opt-in or not. Email usage in excess of 500 emails per account per 24 hours is not allowed and could result in suspension of email services, account suspension, and/or account termination. For these types of mass mailings, a third party mass email service should be used.

3. Customer Responsibilities
 

• Customer is solely responsible for the programming, uploading, maintenance, quality, marketing of Member Content.
• Customer will cooperate fully with Re-invent Technologies LLC in connection with Re-invent Technologies LLC's performance of Services.
• Customer will provide Re-invent Technologies LLC with their most current and accurate contact information, including but not limited to mailing address, telephone, and email address.
• Customer is solely responsible for making sure that Re-invent Technologies LLC can contact them via the contact email address provided. If the Customer chooses to use a Spam Filter, they are responsible for making sure that the Re-invent Technologies LLC domain is whitelisted, and/or any Re-invent Technologies LLC communication can be received without ending up in their Spam/Junk/Bulk mail.
• In the event that it is necessary, Re-invent Technologies LLC may choose to contact the Customer via telephone. The Customer is responsible for making sure that the Contact telephone number is valid and current.
• Customer is solely responsible for providing its users with any required disclosures on their website.
• Customer is solely responsible for making back-up copies of Subscriber Content. This includes all web site files, database content, email and whatever else customer may be storing on Re-invent Servers.
• In the event of a domain transfer, customer is solely responsible for contacting and working with their domain registrar to transfer their domain to Re-invent Technologies LLC. Re-invent Technologies LLC will provide any relevant DNS information required for domain transfers.
• Customers who registered new domain names through Re-invent Technologies LLC and, under circumstances wherein Customer agrees for Re-invent Technologies LLC to disable Domain Name auto-renewal, the customer is solely responsible for proactively taking action to renew their domain name.

3.1 Declined Credit Card Charges

Declined Credit Card Payments: Re-invent will charge $1.25 each time a credit card payment is declined. It is the customer's responsibility to update their billing information of any changes to their credit card account we have on file (i.e.: new account numbers, new expiration date, change of address, name change, etc.).  Customers may update their billing information at anytime securely from our Customer Information Center at https://www.re-invent.com/myReinventlogin.asp

3.2 Re-invent Backup / Restore Policy

It is the customers responsibility to maintain current backups of all web site content, databases, email, etc.  Re-invent provides nightly backups of all server data.  Customer may request restoration of data without charge.  Customer acknowledges that the backups are performed solely for disaster recovery of Re-invent servers in the event of a server related problem. 

* Re-invent makes no claims or guarantees that any data can be restored on any customer request.

• Denial of Service (DOS) attack activities targeting Re-invent.com or any other Internet users or hosts.
• Any activities that degrade or impair the operation of Re-invent.com servers
• Disseminating software, running software, or posting messages that consume excessive CPU, bandwidth, or disk space usage.
• Reselling or allowing access to any scripts on Re-invent.com servers.
• Subverting, or assisting others to subvert the security of any Re-invent.com systems.
• Hacking, or gaining unauthorized access to Re-invent.com network or any other network or user.
• Providing passwords to persons not authorized to receive such materials.
• Spoofing, or any other activity to attempt to deceive or mislead other person regarding the true identity of the User.
• Distribution of virus, worms, Trojan Horses, or any computer code intended for malicious, disruptive, or destructive purposes.
• Port scanning or any other invasive activities against any server.
• Using Service to store, post, transmit, display or otherwise make available obscene, harassing, abusive, defamatory, slanderous, libelous or threatening language.
• Using Service to violate the privacy rights of stalk any other person.
• Using Service in any manner that may subject Re-invent.com to unfavorable regulatory action, subject Re-invent.com to any liability for any reason, or adversely affect Re-invent.com's public image, reputation or goodwill.

• Violations of intellectual property and copyright laws.
  (Customer acknowledges that Re-invent 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.)
• Activities related to trafficking of illegal drugs, illegal gambling, pyramid schemes, obscene materials, or any other products or services that are prohibited under applicable law.
• Violations of export control laws.
• Any activities using the Services for disseminating or facilitating child pornography.
• Fraudulently charging credit cards or disseminating credit card information of third parties without their knowledge.

4. Intellectual Property Rights

4.1 Your License Grant to Re-invent. You hereby grant to Re-invent a non-exclusive, worldwide, and royalty-free license for the Initial Term and the Renewal Term, if applicable, to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use your content as necessary for the purposes of rendering and operating the Services to you under this Contract. You expressly (a) grant to Re-invent a license to cache materials distributed or made available for distribution via the Services, including content supplied by third parties, and (b) agree that such caching is not an infringement of any of your intellectual property rights or any third party's intellectual property rights.

4.2 Your Warranties And Representations to Re-invent. You warrant, represent, and covenant to Re-invent that (a) you are at least eighteen (18) years of age; (b) you possess the legal right and ability to enter into this Contract; (c) you will use the Services only for lawful purposes and in accordance with this Contract and all applicable policies and guidelines; (d) you will be financially responsible for the use of your account; (e) you have acquired or will acquire all authorization(s) necessary for hypertext links to third-party Web sites or other content; (f) you have verified or will verify the accuracy of materials distributed or made available for distribution via the Services, including, without limitation, your content, descriptive claims, warranties, guarantees, nature of business, and address where business is conducted, and (g) your content does not and will not infringe or violate any right of any third party (including any intellectual property rights) or violate any applicable law, regulation or ordinance.

4.3 Re-invent Materials And Intellectual Property. All materials, including but not limited to any computer software (in object code and source code form), data or information developed or provided by Re-invent or its suppliers or agents pursuant to this Contract, and any know-how, methodologies, equipment, or processes used by Re-invent to provide the Services to you, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights inherent therein and appurtenant thereto shall remain the sole and exclusive property of Re-invent or its suppliers. Re-invent shall also maintain and control ownership of all Internet protocol ("IP") numbers and addresses that may be assigned to you by Re-invent. Re-invent reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

5. Enforcement

5.1 Investigation of Violations. Re-invent may investigate any reported violation of this Contract, the Addendum its policies or any complaints and take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, customers and/or third parties. Re-invent will not access or review the contents of any e-mail or similar stored electronic communications except as required or permitted by applicable law or legal process.

5.2 Actions. Re-invent reserves the right and has absolute discretion to restrict or remove from its servers any content that violates this Contract, the Addendum or related policies or guidelines, or is otherwise objectionable or potentially infringing on any third party's rights or in potentially violation of any laws. In the event of becoming aware of any possible violation by you of this Contract, the Addendum, any related policies or guidelines, third party rights or laws, Re-invent may immediately take corrective action, including, but not limited to, (a) issuing warnings, (b) suspending or terminating the Service, (c) restricting or prohibiting any and all uses of content hosted on Re-invent's systems, and/or (d) disabling or removing any hypertext links to third-party Web sites, any of your content distributed or made available for distribution via the Services, or other content not supplied by Re-invent which, in Re-invent's sole discretion, may violate or infringe any law or third-party rights or which otherwise exposes or potentially exposes Re-invent to civil or criminal liability or public ridicule, and/or (e) bill the Infringer a $250 termination fee per account. It is Re-invent's policy to terminate infringers immediately has indicated in our Acceptable Use Policy.  If your account is reactivated, a $75.00 reactivation charge will apply.  If serious and your account is terminated permanently, a $250 termination charge will apply.  No Exceptions. The above stated rights of action, however, do not obligate Re-invent to monitor or exert editorial control over the information made available for distribution via the Services. In the event Re-invent takes corrective action due to such possible violation, Re-invent shall not be obligated to refund to you any fees paid in advance of such corrective action.

5.3 Disclosure Rights. To comply with applicable laws and lawful governmental requests, to protect Re-invent's systems and customers, or to ensure the integrity and operation of Re-invent's business and systems, Re-invent may access and disclose any information it considers necessary or appropriate, including, without limitation, user profile information (i.e., name, e-mail address, etc.), IP addressing and traffic information, usage history, and content residing on Re-invent's servers and systems. Re-invent also reserves the right to report any activity that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties. To the extent any inconsistency exists between any terms of Re-invent's On-line Privacy Practices and Re-invent's right disclose under this section, Re-invent's right to disclose under this section will control.

6. Disclaimed Warranties

You acknowledge and agree that Re-invent exercises no control over, and accepts no responsibility for, the content of the information passing through Re-invent's host computers, network hubs and points of presence, or the Internet. ALL SERVICES PERFORMED HEREUNDER ARE PERFORMED "AS IS" AND WITHOUT WARRANTY AGAINST FAILURE OF PERFORMANCE INCLUDING, WITHOUT LIMITATION, ANY FAILURE DUE TO COMPUTER HARDWARE OR COMMUNICATION SYSTEMS. EXCEPT AS EXPRESSLY PROVIDED IN THIS Contract, Re-invent DOES NOT MAKE AND HEREBY DISCLAIMS, AND YOU HEREBY WAIVE ALL RELIANCE ON, ANY REPRESENTATIONS OR WARRANTIES, ARISING BY LAW OR OTHERWISE, REGARDING THE SERVICES, INCLUDING, WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, OR ARISING FROM COURSE OF DEALING, COURSE OF PERFORMANCE OR USAGE IN TRADE.

7. Limitation and Exclusion of Liability

7.1 Limitations. IN NO EVENT SHALL Re-invent OR ITS SUPPLIERS HAVE ANY LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF INFORMATION DISTRIBUTED OR MADE AVAILABLE FOR DISTRIBUTION VIA THE SERVICES THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. NEITHER Re-invent NOR ITS SUPPLIERS SHALL HAVE LIABILITY WITH RESPECT TO Re-invent'S OBLIGATIONS UNDER THIS Contract, THE ADDENDUM OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF Re-invent HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES SO THE FOREGOING LIMITATION OR EXCLUSIONS MAY NOT APPLY TO YOU. IN ANY EVENT, THE LIABILITY OF Re-invent AND ITS SUPPLIERS TO YOU FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO Re-invent BY YOU UNDER THIS Contract AND THE ADDENDUM DURING THE THREE (3) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM ACCRUED. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, WITHOUT LIMITATION, TO BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS. THE FEES FOR THE SERVICES SET BY Re-invent HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK. ACCORDINGLY, YOU HEREBY RELEASE Re-invent AND ITS SUPPLIERS FROM ANY AND ALL OBLIGATIONS, LIABILITIES, AND CLAIM IN EXCESS OF THE LIMITATION STATED IN THIS SECTION 6.1.

7.2 Interruption of Service. You hereby acknowledge and agree that Re-invent and its suppliers will not be liable for any temporary delay, outages or interruptions of the Services. Further, Re-invent shall not be liable for any delay or failure to perform its obligations under this Contract, where such delay or failure results from any act of God or other cause beyond its reasonable control (including, without limitation, any mechanical, electronic, communications or third-party supplier failure).

7.3 Software Upgrades.  Re-invent as needed and at times without notice will need to perform software upgrades, security patches and updates, install bug patches that are made available by our vendors, and other misc. server-related upgrades.  Re-invent shall not be liable for any malfunction, web site error or any other issue that may arise with your site as a result of these upgrades.  Further, it is the responsibility of the customer to keep their web site or application current with all the latest standards and specifications.   Server and or Network Downtime resulting from the software upgrades mentioned herein is not covered in our "Web Site Availability" or in our "99.9% Uptime Guarantee".

8. Indemnification

10. MISCELLANEOUS PROVISIONS

10.1 Entire Contract. This Contract, in conjunction with the Addendum and all policies and guidelines incorporated herein by reference, constitutes the entire Contract between you and Re-invent with respect to the subject matter hereof and there are no representations, understandings or Contracts which are not fully expressed in this Contract and the related policies and guidelines.

10.2 No Fiduciary Relationship; No Third-Party Beneficiaries. Re-invent is not the agent, fiduciary, trustee or other representative of you. Except for the rights of Re-invent's suppliers under sections 6 and 7 hereof, nothing expressed or mentioned in or implied from this Contract or the Addendum is intended or shall be construed to give to any person other than the parties hereto any legal or equitable right, remedy or claim under or in respect to this Contract and the Addendum. This Contract and the Addendum and all of the representations, warranties, covenants, conditions and provisions hereof are intended to be and are for the sole and exclusive benefit of the parties hereto.

10.3 Amendments. Except as expressly provided in this Contract, no amendment, change, waiver, or discharge hereof or to the Addendum shall be valid unless in writing and signed by the parties.

10.4 Identification. Re-invent may, free of any obligation to pay compensation, use your name and identify you as a Re-invent client, in advertising, publicity, or similar materials distributed or displayed to prospective clients.

10.5 Choice of Law and Forum. THIS Contract, INCLUDING THE ADDENDUM, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF MASSACHUSETTS, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS Contract MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN BOSTON, MASSACHUSETTS, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

10.6 Compliance With Laws. You shall at all times comply with all applicable laws and regulations and shall indemnify and save Re-invent harmless from your failure to so comply. You agree that Re-invent shall not have to perform any obligations set forth in this Contract if such performance would violate any present or future law, regulation or policy of any applicable government.

10.7 Non-Assignment. You may not assign this Contract or any right or obligation hereunder or under the Addendum, by operation of law or otherwise, without Re-invent's prior written consent. Re-invent may assign its rights and obligations under this Contract or the Addendum, and may utilize affiliate and/or agents in performing its duties and exercising its rights hereunder, without your consent. Subject to that restriction, this Contract and the Addendum will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assigns.

10.8 No Waiver. Re-invent's failure to enforce the strict performance of any provision of this Contract or the Addendum will not constitute a waiver of Re-invent's right to subsequently enforce such provision or any other provisions hereunder or thereunder.

10.9 Severability. Should any term or provision hereof be deemed invalid, void or unenforceable either in its entirety or in a particular application, the remainder of this Contract and the Addendum, if applicable, shall nonetheless remain in full force and effect and, if the subject term or provision is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

10.10 Headings. The section headings used herein are for reference and convenience only and shall not enter into the interpretation hereof.

10.11 Survival. All provisions of this Contract and the Addendum relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration hereof and thereof.