This Forum Hosting Agreement (the "Agreement") governs your purchase and use, in any manner, of all hosting services ordered by you (the "Merchant") and accepted by dp internet services, LLC DBA ABestWeb.com ("ABestWeb ").  The Forum hosting services subject to this Agreement are those services  (collectively, the "Services") posted at http://www.abestweb.com/Merchants/.  This Agreement describes the terms and conditions that apply to such purchase and use of the Services.  You must accept the terms of this Agreement to use the Services. 

By registering for and using the ServiceS, you ACKNOWLEDGE THAT YOU HAVE READ THE ABestWeb  Forum Hosting Agreement AND agree to be bound by THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL POLICIES AND GUIDELINES INCORPORATED by reference.  IF YOU DO NOT AGREE TO THE TERMS OF THIS AGREEMENT OR ANY MODIFICATION, do not CHECK THE BOX or continue to use the services. 

1. Forum Hosting Services.

1.1 General.  Merchant has ordered, and ABestWeb  agrees to provide (upon acceptance of Merchant's purchase request), the Services pursuant to the Service Options selected by Merchant.  As part of the Services, ABestWeb  will (a) configure, install, house, maintain, upgrade, monitor, modify and operate the computer equipment, server(s), operating software, network equipment and components (collectively, "ABestWeb 's Systems") and (b) secure and maintain connectivity with third-party telecommunication providers, all as necessary to host and serve the Merchant's Content (as defined below) via the Internet in accordance with the Service Options.  Merchant acknowledges that, as a part of ABestWeb 's Systems, ABestWeb  may retain one or more third-party service providers to supply the necessary facilities, equipment, and connectivity to provide the Services hereunder.  Subject to the specific terms of this Agreement, ABestWeb  retains sole right and control over the programming, content and conduct on ABestWeb 's Systems.  Merchant is responsible for securing and maintaining its own Internet connectivity to access ABestWeb 's Systems.

1.1 Uptime Goal.  ABestWeb  shall use commercially reasonable efforts to make ABestWeb 's Systems and the Service available 99.5% of the time (the "Uptime Goal").  Any failure of ABestWeb  to satisfy the Uptime Goal shall not constitute a breach of this Agreement.  Merchant FURTHER ACKNOWLEDGES AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY FOR ANY FAILURE OF ABestWeb  TO PROVIDE THE SERVICES IN ACCORDANCE WITH THE UPTIME GOAL IS TO TERMINATE THIS AGREEMENT PURSUANT TO SECTION 4.1.

1.2 Modifications to Services.  ABestWeb  reserves the right to change or modify the Services, any Service Options, the terms and conditions of this Agreement, or any policy or guideline applicable to the Services, at any time in its sole discretion.  ABestWeb  will send a notice to Merchant of any such changes.  Changes to this Agreement or Service Options will be effective the later of fifteen (15) days or Merchant's next yearly billing cycle.  Changes to any policy or guidelines governing the Services shall be effective upon posting to the ABestWeb  site or via email.  If a Merchant does not agree to any change to this Agreement, the Service Options, or any governing policy or guideline, Merchant's  sole remedy is to immediately terminate this Agreement pursuant to Section 4.1 (notwithstanding any notice period).  Merchant's continued use of the Services following ABestWeb 's posting or email of any changes to this Agreement, the Service Options, or any policy or guideline will constitute Merchant's acceptance of such changes or modifications. 

1.3 Service Option Changes.  Merchants may change Service Options under this Agreement with appropriate prior notice but will be subject to a change fee for such.

2 Merchant Content; Acceptable Use.

2.1 Content.  Merchant hereby grants ABestWeb  a limited, non-exclusive, royalty-free, non-sublicensable license to host, reproduce, transmit, cache, store, exhibit, publish, display, distribute, perform, edit, adapt, modify, create derivative works from, and otherwise use the Merchant Content solely as necessary to provide the Services for Merchant.  "Merchant Content" means all materials, code, data, text (whether or not perceptible by users), multimedia information (including, but not limited to sound, data, audio, video, graphics, photographs, or artwork), Merchant Domain(s), e-mail, chat room content, bulletin board postings, or any other items or materials of Merchant or any third party that are provided or permitted by Merchant to reside on ABestWeb 's Systems.

2.2 Merchant's Sole Responsibility.  Merchant shall be solely responsible for all Merchant's Forum  Content, including, without limitation, any content or materials of a third party that Merchant permits or enables to be posted onto or through ABestWeb 's Systems.  Subject to the terms of this Agreement, Merchant shall (a) be solely responsible for the creation, posting, updating and maintenance of the Merchant Content; and (b) manage, renew, create, delete, edit and otherwise control the editorial content of the Merchant Content.  ABestWeb  will not be responsible for reviewing the Merchant Content prior to its posting by Merchant. 

2.3 Compatibility.  Merchant acknowledges that it is responsible for having the necessary knowledge and knowledge to maintain it's  Content on ABestWeb 's Systems.  ABestWeb  reserves the right to remove any Merchant Content that is not compatible with ABestWeb 's Systems or rules.  Upon request from Merchant, and at Merchant's sole expense, ABestWeb  may assist Merchant in resolving any compatibility problems on a time and materials basis.

2.4 Acceptable Use. 

2.4.1 ABestWeb 's Rights.  ABestWeb  may inspect the Merchant Content or investigate any alleged violation of this Agreement, ABestWeb 's policies or any third-party complaints.  ABestWeb  will not access or review the contents of any e-mail or other stored electronic communications except as required or permitted by applicable law or legal process.  In the event that ABestWeb  determines in its sole and reasonable discretion that any Merchant Content or conduct or actions of Merchant (including its employees and users) are objectionable, unlawful, potentially infringing or otherwise violate this Agreement or other applicable policy, ABestWeb  may take any action that it deems appropriate and reasonable under the circumstance to protect its systems, facilities, Merchants and/or third parties.  Such corrective action includes, but is not limited to:  (a) issuing a warning; (b) immediately suspending or terminating the Services; (c) restricting or prohibiting access to any Merchant Content that is objectionable or otherwise violates this Agreement or applicable policy; and/or (d) disabling or removing hypertext links, Merchant Content or the content of any third party from ABestWeb 's Systems.  In the event ABestWeb  takes corrective action, ABestWeb  shall not refund any fees paid in advance of such corrective action. 

2.4.2 Disclosure Rights.  To comply with applicable laws and lawful governmental requests, to protect ABestWeb 's Systems and ABestWeb 's customers, or to ensure the integrity and operation of ABestWeb 's business and systems, ABestWeb  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 Merchant Content residing on ABestWeb 's Systems.

3 Fees and Payment Terms.

3.1 General.  Merchant agrees to pay to ABestWeb 's then current service fees in accordance with the Service Options and any and all costs and expenses incurred by ABestWeb  in connection with the Services provided to Merchant by ABestWeb  under this Agreement.  Merchant's failure to fully pay any fees and taxes within thirty (30) days after the applicable due date will be deemed a breach of this Agreement, justifying ABestWeb 's suspension of its performance of the Services and, in ABestWeb 's sole discretion, termination of this Agreement.  Accounts in default are subject to an interest charge on the outstanding balance equal to the lesser of 1.5% per month or the maximum rate permitted by law. Any termination by ABestWeb  for Merchant's failure to pay will not relieve Merchant from paying past due fees plus interest.  In the event of collection enforcement, Merchant shall be liable for any costs associated with such collection, including, but not limited to, reasonable attorneys* fees, court costs and collection agency fees.

3.2 Price Changes.  Merchant acknowledges that the Services are being provided on a yearly basis and ABestWeb  reserves the right to change the fees associated with the Service Options selected by Merchant.  In such event, ABestWeb  will give Merchant at least fifteen (15) days notice prior to Merchant's next billing date.  If Merchant does not agree to pay the new fees, Merchant may terminate this Agreement by providing written notice to ABestWeb . If Merchant does not elect to cancel its service, Merchant hereby consents to pay the new fee under the same terms and conditions, including the method of payment, as the previous fee.

4 Term of Service.

4.1 Term and Cancellation Policy.  The Agreement shall remain in full force and effect until terminated by either party.  Either party may terminate this Agreement for any reason by providing the other party thirty (30) days prior written notice; provided that, ABestWeb  may immediately terminate or suspend the Services and this Agreement upon written notice for Merchant's or its users' violation of the ABestWeb  rules.  Upon any termination of this Agreement, ABestWeb  will not refund, and Merchant is not eligible for, any remaining portion of any yearly fee that already has been charged. 

4.2 Effect of Termination.  Should this Agreement be terminated for any reason, ABestWeb  will not be liable to Merchant because of such termination for compensation, reimbursement or damages on account of the loss of prospective profits, anticipated sales, goodwill or on account of expenditures, investments, leases or commitments in connection with Merchant's business, or for any other reason whatsoever flowing from such termination.  Any termination of this Agreement shall not relieve Merchant of any obligations to pay fees and costs accrued prior to the termination date and any other amounts owed by Merchant to ABestWeb  as provided in this Agreement.  Upon termination of this Agreement, the following sections shall survive and remain in effect in accordance with their terms:  Sections 4.2 and 5 through 9.

5 Reservation of Rights.

ABestWeb  is the exclusive owner of and retains all right, title and interest (including all Proprietary Rights) to the Content.  Note that ABestWeb  does not guarantee retention of any content in a forum hosted under this agreement beyond thirty (30) days after termination.

6 Warranties and Representations

6.1 Merchant.  Merchant represents, warrants and covenants to ABestWeb  that:  (a) the Content or its use shall not violate, misappropriate or infringe any Proprietary Rights or any other personal, privacy or moral right arising under the laws of any jurisdiction of any person or entity, nor shall same constitute a libel or defamation of any person or entity; (b) the Content will not contain any harmful components, including, but not limited to, viruses, trap doors, hidden sequences, hot keys, or time bombs; (c) Merchant has all right, power and authority necessary to enter into this Agreement and use the Content as described herein; and (d) Merchant shall comply with all applicable laws, rules and regulations (including, but not limited to, export control, decency, privacy and intellectual property laws).

6.2 Disclaimer.  ABestWeb  exercises no control over, and accepts no responsibility for, third-party content of the information passing through ABestWeb 's System, network hubs and points of presence, or the Internet.  Merchant ACKNOWLEDGES THAT ABestWeb 'S SYSTEMS (INCLUDING ANY SOFTWARE AND ANY OTHER ITEMS USED OR PROVIDED BY ABestWeb  IN CONNECTION WITH ANY SERVICES HEREUNDER) ARE PROVIDED "AS IS."  ABestWeb  DOES NOT MAKE ANY REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE PERFORMANCE OF THE SERVICES (INCLUDING THE DNS SERVICES THEREIN) OR ABestWeb 'S SYSTEMS, INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTY OF MerchantABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT OR ANY IMPLIED WARRANTY ARISING BY USAGE OF TRADE, COURSE OF DEALING OR COURSE OF PERFORMANCE.  ABestWeb  MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER THAT THE SERVICES AND ABestWeb 'S SYSTEMS WILL BE UNINTERRUPTED, ALWAYS ACCESSIBLE, FREE OF HARMFUL COMPONENTS, ACCURATE OR ERROR-FREE. 

7 Limitation of Liability

ABestWeb  SHALL HAVE NO LIABILITY FOR ANY CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF ABestWeb  HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.  IN NO EVENT SHALL ABestWeb  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.  THE TOTAL LIABILITY OF ABestWeb  TO Merchant FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO ABestWeb  BY Merchant UNDER THIS AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE DATE ON WHICH SUCH CLAIM AROSE.  THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE, INCLUDING, BUT NOT LIMITED TO, BREACH OF CONTRACT, BREACH OF WARRANTY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATIONS, AND OTHER TORTS.  THE FEES FOR THE SERVICES SET BY ABestWeb  HEREUNDER HAVE BEEN AND WILL CONTINUE TO BE BASED UPON THIS ALLOCATION OF RISK.

8 Indemnification.

Merchant will indemnify, hold harmless, and defend ABestWeb  and all employees, officers, directors and agents of ABestWeb  and any of its affiliates from and against any and all claims, suits, actions, demands or proceedings (whether threatened, asserted, or filed) and all related damages, losses, liabilities, cost and expenses (including, but not limited to, reasonable attorneys' fees) arising out of or relating to:  (a) any violation or breach by Merchant of any term, representation or warranty, or policy of this Agreement; (b) Merchant's unlawful or improper use of the Services; (c) any damages caused to ABestWeb 's Systems by the Content; (d) any actual or alleged violation of any Proprietary Rights or non-proprietary rights (including, but not limited to, defamation, libel, rights of privacy or publicity) by the  Content.

9 General Provisions.

9.1 Force Majeure.  ABestWeb  shall be excused from performance hereunder to the extent that performance is prevented, delayed or obstructed by causes beyond its reasonable control, including but not limited to, acts of God (fire, storm, floods, earthquakes, etc.), civil disturbances, disruption of telecommunications, power or other essential services, or interruption or termination of service by the service provider being used by ABestWeb  to link its servers to the Internet, or any malicious or unlawful acts of any third party.

9.2 Independent Contractors.  ABestWeb  and its personnel, in performance of the Services, are acting as independent contractors and not as employees or agents of Merchant.

9.3 Waiver; Amendment.  The failure of either party to enforce its rights under this Agreement at any time for any period shall not be construed as a waiver of such rights.  Except as expressly provided by this Agreement, no term or condition of this Agreement may be modified without the prior written consent of the parties.

9.4 No Assignment.  Merchant may not assign, without the prior written consent of ABestWeb , any rights, duties or obligations under this Agreement to any person or entity, in whole or in part, whether by assignment, merger, transfer of assets, sale of stock, operation of law or otherwise, and any attempt to do so shall be void.

9.5 Governing Law; Attorneys' Fees; Venue.  This Agreement shall be governed by and construed in accordance with the laws of the State of New York.  In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorneys' fees.  Venue for any action or proceeding under this Agreement shall be in a federal or state court of competent jurisdiction located in Queens County, New York.

9.6 Headings.  Headings herein are for convenience of reference only and shall in no way affect interpretation of this Agreement.

9.7 Notice.  All notices and other communications required or permitted hereunder shall be in writing and delivered in person, by courier, prepaid certified or registered U.S. mail with confirmation, or e-mail with return receipt to the parties.  Notice shall be effective when received.  ABestWeb  shall send notice to the Merchant in accordance with the information submitted by Merchant during registration or as otherwise specified by Merchant in writing.  Merchant shall provide notice to ABestWeb  at the following:

9.8 Entire Agreement; Severability.  This Agreement, the incorporated policies and the Service Options selected by Merchant constitute the complete and exclusive statement of agreement between the parties, and supersedes and merges all prior proposals and all other agreements, oral and written, between the parties relating to the subject matter of this Agreement.  In the event that any provision of this Agreement shall be determined to be illegal or unenforceable, that provision will be eliminated to the minimum extent necessary so that this Agreement shall otherwise remain in full force and effect and enforceable.

General

ABestWeb 's Services enable you to host and serve your affiliate related content, including, but not limited to, programs, program scripts, e-mail, text, bulletin board postings, hypertext links, meta tags, domain names, pictures, graphics, forums, interactive media, and audio/visual materials that you or a third party (collectively, "Content") posts on your forum or other equipment, servers, software and network of ABestWeb  (collectively, "ABestWeb 's Systems").  Generally, ABestWeb  does actively monitor, censor, or directly control any information that is stored on or transmitted over ABestWeb 's Systems.  However, ABestWeb  cannot and does not warrant, verify or guarantee the quality, accuracy, safety or integrity of your Merchant Content or other materials or information that you or a third party may post or access through the Services.  You are solely responsible for all of the Merchant Content and your and your users' use of ABestWeb 's Services and your forum.

No Illegal or Harmful Uses

ABestWeb 's Services and Systems may be used only for lawful purposes.  Transmission, distribution or storage of any material in violation of any applicable law or regulation is strictly prohibited.  The following non-exhaustive list describes the kinds of illegal or harmful conduct that are prohibited.  ABestWeb  reserves the right to restrict or prohibit any and all uses or content that it determines in its sole discretion is harmful to its systems, network, reputation, good will, other ABestWeb  customers, or any third party.

*     Excessive Use of Server Resources. The use of programs and scripts that cause excessive stress to servers including, without limitation, chat scripts is prohibited on shared server accounts. This is due to the resultant reduction in resources and deterioration of service for other customers on the same shared server. Such programs and scripts may only be used with dedicated server accounts. Additionally, excessive use and/or violation of bandwidth/storage maximums are prohibited on all web hosting accounts. Determination of excessive use is at ABestWeb 's sole discretion.

*     Infringement.  Infringement of intellectual property rights or other proprietary rights including, without limitation, material protected by copyright, trademark, patent, trade secret or other intellectual property right used without proper authorization.  Infringement may result from the unauthorized copying and posting of pictures, logos, software, articles, musical works, and videos.

*     Illegal Materials.  Disseminating or hosting material that is, without limitation, unlawful, libelous, defamatory, obscene, harmful, invasive of privacy or publicity rights, abusive, or otherwise objectionable.

*     Harmful Content.  Disseminating or hosting harmful content or software including, without limitation, viruses, Trojan horses, worms, time bombs, cancelbots or any other computer programming routines that may damage, interfere with, surreptitiously intercept or expropriate any system, program, data or personal information.

*     Fraudulent Conduct.  Offering or disseminating fraudulent goods, services, schemes, or promotions (i.e., make money fast schemes, chain letters, and pyramid schemes); fraudulent submission or use of personal or financial information; or engaging in any practice that constitutes an unfair or deceptive trade practice.

*     Export Violations.  Posting or sending of software or technical information in violation of U.S. export laws, including, without limitation, the Export Administration Regulations maintained by the Department of Commerce.

*     Privacy.  Collecting, using and disclosing any personally identifiable user information in violation of any applicable law and/or stated privacy policy.

*    Spam.    Any merchant who spams or allows affiliates to do so will be banned immediately.

Maintenance of Security and Integrity

Violations of system or network security are prohibited, and may result in criminal and civil liability.  ABestWeb  will 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:

*     Hacking.  Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network. 

*     Interception.  Unauthorized monitoring of data or traffic on any network or system of ABestWeb  or any third party.

*     Intentional Interference.  Interference with service to any user, host or network including, but not limited to, denial of service attacks, mail bombing, news bombing, other flooding techniques, deliberate attempts to overload a system and broadcast attacks. 

*     Avoiding System Restrictions.  Using manual or electronic means to modify usage details for billing reasons or to avoid any use limitations placed on the Services such as access and storage restrictions.

No E-Mail Abuses (Spam)

You may not distribute, publish, send, post or incite unsolicited mass e-mailings, promotions, advertising, or solicitations (such as "spam"), including, without limitation, commercial advertising, informational announcements, and mail bombing.

Enforcement by ABestWeb

ABestWeb  reserves the right, but does not assume the obligation, to investigate any violation of this Policy or misuse of ABestWeb 's Systems.  As described in this Forum Hosting Agreement, ABestWeb  reserves the right and has absolute discretion to (a) enforce this Policy and the terms of the Forum Hosting Agreement and (b) remove or disable access, screen or edit any Merchant Content that violates these provisions or is otherwise objectionable.  Without limitation, ABestWeb  also reserves the right to report any activity (including the disclosure of appropriate Merchant information) that it suspects violates any law or regulation to appropriate law enforcement officials, regulators, or other appropriate third parties.  ABestWeb  also may cooperate with appropriate law enforcement agencies to assist in the investigation and prosecution of any illegal conduct by providing network and systems information related to allegedly illegal, harmful or objectionable content. 

If you want to report any violations of this Policy, please contact haiko/at/abestweb.com