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traffic facts service agreement

This Traffic Facts Service Agreement ("Agreement") is by and between name papa .com ("name papa .com"), an Arizona Corporation, and you, your heirs, assigns, agents and contractors ("You") and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of name papa .com's Traffic Facts Service ("Traffic Facts") and represents the entire Agreement between You and name papa .com. By using name papa .com's Traffic Facts, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies which name papa .com may establish from time to time. You may view the latest version of this Agreement online.

In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with name papa .com, whether or not the transactions were in Your behalf. You acknowledge that name papa .com's acceptance of any application made by You for services provided by name papa .com will take place at name papa .com's offices located in Scottsdale, Arizona, USA.


1. fees
As consideration for the Services purchased by You and provided to You by name papa .com, You agree to pay name papa .com a monthly fee. Your monthly billing date will be determined based on the day of the month You establish Your Traffic Facts account with name papa .com unless that date falls after the 28th of the month in which case Your billing date will be the 28th of each month. Payment is to be made by You providing either a valid credit card, an online check, or using "Good As Gold" to establish a cash reserve for charge by name papa .com (collectively, the "Payment Method"). Personal checks and money orders may only be used only to fund "Good As Gold" (GAG) accounts, must be for payments of $100 or more, and issued in U.S. dollars for the full amount required at that time. Personal checks under $1,000 are subject to the same processing fees as wire transfers. All personal checks will be delayed fourteen (14) days until the money is credited, which may delay Your usage of the product or service, and any check that bounces will result in a $25 bounced check fee. If You purchase an automatically renewing service or product by personal check, it is Your responsibility to make payment arrangements for each renewal payment. Payments are non-refundable. If for any reason name papa .com is unable to charge Your Payment Method with the full amount of the Service provided, or if name papa .com is charged a penalty for any fee it previously charged to Your Payment Method, You agree that name papa .com may pursue all available remedies in order to obtain payment. In the event that You exceed the scope of the Services as set forth in Your Agreement, You shall pay name papa .com for such additional service not within the scope of Your Agreement as specified. name papa .com reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time by logging into Your Account Manager.

2. terms of agreement; terms, termination, modifications

Term

The term of this Agreement shall commence on the date You purchase the Traffic Facts Service, and will continue in full force and effect as long as name papa .com is providing the Traffic Facts Service to You.

Termination

You agree that You will be responsible for notifying name papa .com should You desire to terminate Your use of name papa .com's Traffic Facts Service. Notification of Your intent to terminate must be provided to name papa .com no earlier than 10 days prior to Your billing date but no later than three days prior to Your billing date. In the absence of notification from You, name papa .com will automatically continue providing access to the Traffic Facts Service indefinitely and will charge the Payment Method You have on file with name papa .com, at name papa .com's then current rates. It is Your responsibility to keep Your Payment Method information current, including the expiration date of any credit cards You have on file. name papa .com reserves the right, in its sole discretion and without notice, at any time and for any reason, to suspend Your access to or use of Traffic Facts.

Modifications

You agree that name papa .com may modify this Agreement from time to time. name papa .com may also discontinue the Services it provides under this Agreement. You agree to be bound by any changes name papa .com may reasonably make to this Agreement when such changes become effective.


3. the service

name papa .com currently provides Traffic Facts services to its customers for a monthly fee. name papa .com will provide You with access to Web site traffic statistics related to Your website, provided, however, You abide by the terms and conditions set forth herein and in each of name papa .com's policies and procedures. The Traffic Facts service is a log file analysis service and as such accesses the Web log files generated by the Web server running Your Web site. The Traffic Facts service stores log files for six months in the log file archive, which You may download freely and perform additional analysis on. It is Your responsibility to download any log files that You wish to keep beyond six months from the log file archive, since name papa .com will delete them when they become six months old.

With Traffic Facts, you will be able to:

  1. track Your Web site visitors by country, region, year, month, day and hour;
  2. generate comparative reports of traffic on Your multiple domains,
  3. set up automatically generated emails to Yourself containing reports from Your site,
  4. customize Your reports by filtering out the information that You do need,
  5. create professional looking Word and .PDF documents,
  6. generate error reports listing URLs that contain missing or incorrect URLs, and browser errors caused by Your Web site, and
  7. many more features,

Availability of Services

Subject to the terms and conditions of this Agreement, name papa .com shall attempt to provide Traffic Facts Services for twenty-four (24) hours a day, seven (7) days a week throughout the term of this Agreement. You agree that from time to time the Traffic Facts Service may be inaccessible or inoperable for any reason, including, without limitation: (i) equipment malfunctions; (ii) periodic maintenance procedures or repairs which name papa .com may undertake from time to time; or (iii) causes beyond the control of name papa .com or which are not reasonably foreseeable by name papa .com, including, without limitation, interruption or failure of telecommunication or digital transmission links, hostile network attacks network congestion or other failures. You agree that name papa .com has no control over the availability of Traffic Facts Services on a continuous or uninterrupted basis.


4. your obligations

You agree that You have provided accurate, current and complete information in the application process and that You will notify name papa .com within five (5) business days when any of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by name papa .com to determine the validity of information provided by You, will constitute a material breach of this Agreement. If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if name papa .com has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, name papa .com has the absolute right, in its sole discretion, to terminate its Traffic Facts services and close Your account.

Storage and Security

At all times, You shall bear full risk of loss and damage to Your Traffic Facts Service. You are entirely responsible for maintaining the confidentiality of Your password and account information. You agree that You are solely responsible for all acts, omissions and use under and charges incurred with Your account or password or in connection with Your Traffic Facts Service. You shall be solely responsible for undertaking measures to:

  1. prevent any loss or damage to Your email lists;
  2. maintain independent archival and backup copies of Your email lists;
  3. ensure the confidentiality of Your password.

name papa .com's Traffic Facts Services are not an archive and name papa .com shall have no liability to You or any other person for loss, damage or destruction of any of Your content. If Your password is lost, stolen or otherwise compromised, You shall promptly notify name papa .com, whereupon name papa .com shall suspend access to Your Traffic Facts Service by use of such password and issue a replacement password to You or Your authorized representative. name papa .com will not be liable for any loss that You may incur as a result of someone else using Your password or Service, either with or without Your knowledge. However, You could be held liable for losses incurred by name papa .com or another party due to someone else using Your Service or password.


5. name papa .com's rights
name papa .com explicitly reserves the right and sole discretion to: (i) modify its pricing through email notification; (ii) terminate Your Traffic Facts service for unsolicited, commercial e-mailing (i.e., spam); illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; non-payment of Traffic Facts fees; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; and activities designed to harm minors in any way, and other activities whether lawful or unlawful that name papa .com determines to be harmful to its other customers, operations, or reputation; and (iii) terminate Your Traffic Facts service if Your use of the service results in, or is the subject of, legal action or threatened legal action, against name papa .com or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. name papa .com has no obligation to monitor your Traffic Facts service, but reserves the right in its sole discretion to do so.

6. dispute resolution policy
You agree to be bound by name papa .com's current Dispute Resolution Policy. You agree that if a dispute arises as a result of one or more Traffic Facts accounts name papa .com is providing you service for, You will indemnify, defend and hold name papa .com harmless for damages arising out of such dispute. You also agree that if name papa .com is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Traffic Facts account of Yours with name papa .com, that name papa .com, in its sole discretion, may take whatever action name papa .com deems necessary regarding further modification, assignment of and/or control of the Traffic Facts account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

7. limitation of liability
In no event shall name papa .com be liable to you or any other person for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter, whether such liability is asserted on the basis of contract, tort, or otherwise, even if name papa .com has been advised of the possibility of such damages. You agree that name papa .com's total liability for damages shall be limited to the total fees paid by you to name papa .com hereunder for the one (1) year period prior to any act or omission giving rise to any potential liability.

8. indemnity

You agree to release, defend, indemnify and hold harmless name papa .com and its contractors, agents, employees, offices, directors, shareholders and affiliates from and against any action, claim, demand, dispute, liability, losses, damages or costs, including reasonable attorney's fees and costs, resulting from or related to (i) Your breach of this Agreement, (ii) any negligence or willful misconduct by You; (iii) any allegation that Your Traffic Facts account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets; or (iv) any action or conduct of name papa .com's undertaken pursuant to this Agreement. You shall defend and settle at Your sole expense all proceedings arising out of the foregoing. You agree that name papa .com shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify name papa .com of any such claim promptly in writing and to allow name papa .com to control the proceedings. You agree to cooperate fully with name papa .com during such proceedings.

You agree You will not be entitled to a refund of any fees paid to name papa .com if, for any reason, name papa .com takes corrective action with respect to Your improper or illegal use of its Traffic Facts services.


9. disclaimer of warranties
name papa .com Technologies expressly disclaims all warranties of any kind, whether express or implied, including, but not limited to, the implied warranties of merchantability, fitness for a particular purpose and non-infringement, concerning any subject matter of this agreement. Traffic Facts services are provided on an "As Is" and "As Available" basis.

10. severability
You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.

11. venue; waiver of trail by jury

This agreement shall be deemed entered into the state of Arizona. the laws and judicial decisions of Maricopa county, Arizona, shall be used to determine the validity, construction, interpretation and legal effect of this agreement. You agree that any action relating to or arising out of this agreement, shall be brought in the courts of Maricopa county, Arizona.

You agree to waive the right to trial by jury in any proceeding that takes pace relating to or arising out of this agreement.


12. notices

You agree that all notices (except for notices concerning breach of this Agreement) from name papa .com to You may be posted on our web site. Notices concerning breach will be sent either to the email or postal address You have on file with name papa .com. In either case, delivery shall be deemed to have been made five (5) days after the date sent.

Notices from You to name papa .com shall be made either by email, facsimile, or mailed to the address we provide on our Web site, or first class mail to our address below. They shall be deemed to be delivered when received by name papa .com through first class mail the date they are received, or when sent by facsimile.


Revised: 9/02/2005
Copyright © 2003 - 2005 All Rights Reserved.