eMailerOnline Terms of Service 1. ACKNOWLEDGMENT AND ACCEPTANCE OF TERMS OF SERVICE eMailerOnline ("eMailerOnline" or the "Service") owned and operated by Amerisoft Corporation ("Amerisoft"), is a service through which registered eMailerOnline user (called “Client”) can send or distribute their messages to one or more e-mail addresses. The Client also pays for the services online using a credit card. The word “Client” shall include individual(s) who use the Service (such as “You”) and their business entity including but not limited to Corporation, Partnership, LLC or Sole Proprietorship to whom the individual(s) represent and any employees of that entity who would use the Service. The Service is provided to you under the Terms of Service herein as eMailerOnline Terms of Service (http://www.emaileronline.com/info/ts.htm); the Terms of Service of www.emaileronline.com (http://www.emaileronline.com), its Privacy Policy (http://www.emaileronline.com/info/pp.htm) and its e-mail Guidelines (http://www.emaileronline.com/info/gl.htm) (all together the "Agreement"). For clarity, eMailerOnline is a "Service" for registered users only. Amerisoft or eMailerOnline can update and change the Agreement from time to time without notice to you. You can always find the most recent version of this Agreement at the URLs listed above. THE TERMS SET OUT HEREWITH ARE THE ONLY TERMS ON WHICH eMailerOnline OR AMERISOFT IS PREPARED TO PROVIDE YOU WITH THE SERVICE. BY CLICKING ON THE "I AGREE" BUTTON, YOU AGREE TO BE BOUND BY THIS AGREEMENT, SO PLEASE READ THE TERMS AND CONDITIONS CAREFULLY. 2. eMailerOnline REGISTRATION AND PAYMENT METHOD. In order to sign up for eMailerOnline, you on behalf of Client must first register for an account. You warrant that You have the authority to act on behalf of the Client and to bind the Client with this Agreement. You must also provide us with a Credit Card information to charge for the Service. If we do not have your Credit Card or Charge information, you will be prompted to complete the registration process by providing that information prior to purchasing eMailerOnline Service. You agree (a) that the credit card number and other information you provide is valid, accurate, current and complete and (b) to maintain and promptly update that information to keep it true, accurate, current and complete. If you provide any information that is untrue, inaccurate, not current or incomplete, or Amerisoft has reasonable grounds to suspect that such information is untrue, inaccurate, not current or incomplete, Amerisoft has the right to terminate your account and refuse any and all current or future access to or use of the Service. Amerisoft may choose to use an outside vendor for processing of charges accumulated on your Credit Card, and you agree to have your Credit Card charged by the outside vendor for the credit to Amerisoft and agree to provide the vendor their requisite information to set up an account with them. As of June 1st 2002, Amerisoft has signed up with PAYPAL as its preferred vendor to process charges on your Credit Card. 3. SERVICE TERM AND TERMINATION. 3.1 The Service is provided on a year-to-year (ANNUAL) basis commencing on the date that you sign up for or upgrade the Service. The Service will automatically be renewed on the anniversary of that sign-up date each year. If you cancel your account before the end of the ANNUAL term, your cancellation will take effect at the end of that term. You will have 15 days to cancel the Service from the renewal date each term after the first Anniversary Date and a full refund of charges, if any, for that renewal term will be returned to you. 3.2 Amerisoft may, but has no duty to, immediately terminate the Service if Amerisoft in its sole discretion concludes that you have provided false information in connection with your Credit Card, are engaged in fraudulent or illegal activities, or are engaged in activities that may damage the rights of Amerisoft or others. 3.3 In addition, Amerisoft may immediately terminate the Service for any failure to follow the Agreement by you. Termination of the Service may result in the deactivation or deletion of your account, and the forfeiture and relinquishment of all data or files you have accrued in your account. 4. PAYMENT TERMS, LEVEL OF SERVICE AND CANCELLATION. Your credit card will automatically be charged the current fee for the level of Service you choose on the date that you click on the "I AGREE" Button on eMailerOnline. Your credit card will also automatically be charged the then-current fee for that Service at the commencement of each renewal year. All fees are non-creditable. Current fees will be posted at eMailerOnline Website in the Services section. All currency references are in U.S. Dollar. If you use a higher level of Service than you have originally signed for in a given month, for that month alone, your charges will be based on higher level of Service used. You may choose to upgrade your level of Service anytime and an ANNUAL term will begin from the date of upgrade. Unless Amerisoft gives notice to the contrary, payment for the Service is billed on a monthly basis and is non-refundable. If your credit card is invalid for any reason, your account will be cancelled and all the information contained within it deleted permanently and the remaining balance in your account will be due immediately. The finance charges at the rate of 12% per annum will be added to the Balance Due at the end of each month, or for the number of days until the Balance Due is paid. Amerisoft or its vendors accept no liability for information that is deleted due to an invalid credit card. At its sole option, Amerisoft may allow you a trial period of 30 days from the date you first sign up for the Service. If you cancel your Service within the trail period, you will only be charged for Services for that month. 5. RESERVATION OF RIGHTS eMailerOnline Service is offered at the discretion of Amerisoft, and Amerisoft has the right to modify or discontinue, temporarily or permanently, the Service, in whole or in part for any reason, at its sole discretion, with or without notice to you. You agree that Amerisoft will not be liable to you or any third-party for any modification or discontinuance of the Service. Further, Amerisoft expressly reserves the right to immediately modify, suspend or terminate your account and refuse current or future use of any Amerisoft service, if Amerisoft, in its sole discretion believes you or someone on the account has: (i) violated or tried to violate the rights of others; or (ii) acted inconsistently with the spirit or letter of the Agreement. 6. SECURITY Client (including “you”) are responsible for maintaining the security of the account, and are fully responsible for all activities that occur under their account. Client agrees to immediately notify eMailerOnline or Amerisoft of any unauthorized use of the account or any other breaches of security. eMailerOnline or Amerisoft cannot and will not be liable for any loss or damage from your failure to comply with this security obligation. You acknowledge and agree that under no circumstances will Amerisoft be liable in any way for any acts or omissions of you or Clients including any damages of any kind incurred as a result of such acts or omissions. 7. SPAMMING STRICTLY PROHIBITED Client agrees not to use the Service for the transmission of "junk mail," "chain letters," or unsolicited mass distribution of email, commonly known as “spam.” Client agrees not to use the service for illegal purposes or for the transmission of material that is unlawful. Client agrees not to use the service for the transmission of material that is harassing, abusive, threatening, harmful, vulgar, obscene, or invasive of another's privacy. Client may not send email with an invalid “From:” or “Reply-to:” address. All messages sent through your account must contain valid e-mail addresses and you must be responsive to all replies from members of your list. All messages sent must include “unsubscribe” instructions so that recipients may “opt-out” from receiving further messages from you. Client agrees that it will handle all “unsubscribe” messages and such manual requests in a prompt fashion and delete such e-mail addresses from the list and shall not send any further communication to those recipients in the future for the same or different purpose without them choosing “opt-in.” Your e-mail may be considered “spam” unless it is compiled from 100% “opt-in” subscribers. If email addresses were generated from a purchased e-mail list with or without the approval from the list owner, or were compiled by any other method other than direct subscription from your email list members who specifically asked to “opt-in”, for the purposes of this Agreement, those emails would be considered unsolicited email (or “spam”). If we receive complaints that you are sending unsolicited commercial or non-commercial e-mail (“spamming”), Amerisoft may, in its sole discretion, suspend your service pending a reconfirmation of your entire email list membership. There will be no reduction or refund of service charges during period of such suspension of Service. Amerisoft may conduct reconfirmation in any reasonable manner in its sole discretion, including without limit, sending an e-mail to all of your e-mail list members asking them to confirm if they wish to continue to subscribe to receiving e-mails from you. If Amerisoft, in its sole discretion, determines that you have been spamming, in addition to any other rights under this Agreement or under applicable law, Amerisoft may bring an action to enjoin such activity. Client understands and agrees that such spamming activity may cause irreparable harm to Amerisoft or its businesses which may not fully be compensable or calculable in terms of monetary damages. In addition, Client agrees to pay Amerisoft greater of actual monetary loss suffered by Amerisoft including payment for claims made against Amerisoft, cost of defending such claims, its own monetary damages, costs and attorney fees; OR, $500 for each such item of unsolicited e-mail per addressee. Client understands and agrees that such amount is fair and reasonable estimate of Amerisoft’s losses due to its actions in violation of anti-spamming rule. In adition, Client agrees to pay Amerisoft any or all costs incurred to bring such action to enforce this Agreement including attorney fees. Client also agrees to report any violations of this term immediately to Amerisoft. 8. LIMITED LICENSE TO USE CERTAIN OBJECT CODE Amerisoft grants to Client a non-transferable, non-exclusive right and license to use certain object code of its software, interface and associated data for the purpose of collecting additional e-mail addresses. Client agrees not to (nor allow a third party to) copy, modify, create a derivative work of, reverse engineer, reverse assemble or otherwise attempt to discover any source code, sell, assign, sublicense, grant a security interest in or otherwise transfer any right in the object code. 9. DISCLAIMER OF WARRANTIES Client understands and agrees that Service is provided "AS-IS" and that eMailerOnline or Amerisoft assumes no responsibility for the timeliness, deletion, mis-delivery or failure to store any user communications or personalization settings. 10. INDEMNITY Amerisoft considers email transmitted via its Service to be the private correspondence between the sender and the recipient. Amerisoft will not monitor, edit, or disclose the contents of those private communications, except that Client agrees Amerisoft may do so: (a) as required by law; (b) to comply with legal process; (c) if necessary to enforce Amerisoft's Agreement and its e-mail Guidelines; (d) to respond to claims that such contents violate the rights of third parties; (e) to protect the rights or property of Amerisoft or others; and (f) to identify or resolve technical problems or respond to complaints about the Service. Client agrees to fully indemnify Amerisoft and eMailerOnline, its subsidiaries, affiliates, officers, employees or agents from and against any or all lawsuits or liabilities whatsoever by third parties arising from Client’s breach of this Agreement, use or misuse of Service, violation of Privacy or other rights of third parties, claims by third parties as to ownership or other rights including rights to intellectual property. 11. SEVERABILITY If any provision of these additional terms or any document incorporated by reference is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties' intentions as reflected in the provision, and the other provisions of such documents remain in full force and effect. 12. JURISDICTION Parties agree to submit to the personal and exclusive jurisdiction of the courts located within the county of Oakland, Michigan with respect to any action arising, directly or indirectly, out of this Agreement or the performance or breach of this Agreement, and the relationship between the Parties shall be governed by the laws of the State of Michigan without regard to its conflict of law provisions. The parties stipulate that the venues referenced in this Agreement are convenient. 13. LIMITATION OF AMERISOFT’S LIABILITY CLIENT UNDERSTANDS AND AGREES THAT ITS SOLE AND EXCLUSIVE REMEDY AGAINST AMERISOFT WILL BE LIMITED TO REFUND OF SERVICE FEE CHARGED BY AMERISOFT FOR THAT MONTH IN DISPUTE, PROVIDED AMERISOFT IS PROMPTLY NOTIFIED IN WRITING WITHIN 15 DAYS OF ANY DISPUTE, INTERRUPTION OF SERVICE OR NON-DELIVERY OF E-MAILS. CLIENT FURTHER UNDERSTANDS AND AGREE THAT AMERISOFT SHALL NOT BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOSS OF PROFITS, GOODWILL, USE, DATA OR OTHER INTANGIBLE LOSSES, REGARDLESS OF IF AMERISOFT HAS BEEN ADVISED OF THE SAME OR NOT, RESULTING FROM (a) USE OR INABILITY TO USE THE SERVICE; (b) COST OF PROCUREMENT OF SUBSTITUTE SERVICE; (c) UNAUTHORIZED ACCESS, CONDUCT OR ALTERATION OF YOUR DATA BY THIRD PARTY; OR (d) ANY OTHER MATTER RELATING TO THE SERVICE. 14. NOTICE All notices and other communications required or permitted under this Agreement will be in writing and will be deemed given when delivered via e-mail, personally or regular mail. Notice to Amerisoft may be given at: 24615 Halsted Road, Farmington Hills, MI 48335 or e-mail: support@emaileronline.com 15. WAIVER Amerisoft’s failure to exercise a right or remedy or Amerisoft’s acceptance of partial or delinquent payment will not operate as a waiver of any of Amerisoft’s rights or Client’s obligations under this Agreement and will not constitute a waiver of Amerisoft’s right to declare an immediate or a subsequent breach or default. 16. FORCE MAJEURE Amerisoft will not be deemed to be in default or otherwise responsible for delays or failure in performance resulting from acts of God; acts of war; acts of terrorism; failure of Amerisoft’s Computer System, Server or Network; or civil disturbances; unavailability of labor, materials, power, or communication; unavailability of proper lighting; or other causes beyond Amerisoft’s reasonable control. 17. COSTS AND ATTORNEY FEES In the event of a dispute arising out this Agreement, in addition to any other rights or remedies that Amerisoft chooses to enforce, Client agrees to pay costs and attorney fees in settling the dispute provided Amerisoft prevails. 18. AUTHORITY TO ENTER INTO THIS AGREEMENT You represent and warrant that you are duly authorized to enter into this agreement on behalf of Client. 19. ENTIRE AGREEMENT This Agreement, together with any affixed schedules and exhibits, constitutes the entire understanding between the Parties with respect to the subject matter of this Agreement and supersedes any prior discussions, representations, negotiations, agreements, and understanding.