BY SIGNING UP FOR FRONT RUSH SERVICES YOU AGREE TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE. YOUR CONTINUED USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. Front Rush (FR) reserves the right to terminate this Agreement for any reason or no reason. FR reserves the right to refuse service to anyone.
Service Usage Policy
Under this Agreement, Customer shall comply with FR's then current Service Usage Policy, located on our website at http://frontrush.com/web/company/privacypolicy/serviceusage.htm
Member Content will include content uploaded to, submitted to, stored on or disseminated by Customer via the Services. Member Content also includes content of users of Customer's website and materials and content provided by third parties. Customer shall be solely responsible for the development, operation, and maintenance of Member Content.
FR may take corrective action with or without notice, including removal of all or a portion of the Member Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of this Agreement, violation of our Service Usage Policy, non-payment, or chargebacks. Customer agrees that FR shall have no liability to Member due to any Corrective Action that FR may take. Customer also agrees that FR will not provide any refunds of any fees paid by Member prior to Corrective Action.
In the event of Corrective Action against Spamming Activities and Internet Abuse, FR will charge the customer a $500.00 clean up fee.
Policy Amendments and Modifications
FR may amend or modify this Agreement or the Service Usage Policy at any time in its sole discretion. Customer shall be bound by any such modification. FR may, but is under no obligation to, provide notice of any modification of this Agreement or the Service Usage Policy. Any modification is effective upon posting on FR's website. If you continue to use the Services following effectiveness of the modification, your continued use will mean that you have accepted that modification.
FR reserves the right to amend its service offerings and add, delete, suspend, or modify the Services at any time, and to determine whether and when any such changes apply to both existing and future customers.
Term and Termination
Services will commence on the Effective Date indicated in the FR invoice and continue for the duration of the term set forth on the invoice ("Initial Term").
Thereafter, the Agreement will automatically renew for successive terms of equal length as the Initial Term or the most current term selected by Customer unless the Agreement is terminated by either party.
Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement and/or the Service Usage Policy; (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.
FR may terminate this Agreement, (i) if the Services are prohibited by applicable law, (ii) if the Services become impractical or unfeasible for any technical, legal, or regulatory reason, (iii) as part of Corrective Action, (iv) for any reason or no reason.
If FR terminates this Agreement or Customer cancels this Agreement prior to the end of the contract term and after the initial 30 days of service of Initial Term (during which the 30 Day Money Back Guarantee offer is active), FR will not refund to Customer any Service Fees paid in advance of termination. Customer agrees that they are obligated to pay all Service Fees and charges accrued prior to the effective termination date.
Fees, Taxes, and Payment
Services are provided on a pre-pay basis. Customer will pay to FR the Service Fees in accordance with FR's current price sheet. All fees are fully earned when due and non-refundable when paid, unless within the first 30 days of Service (in which case, FR's 30 day money back guarantee offer will be active). Service Fees for renewal periods after the Initial Term shall be due immediately upon the first day of renewal period. Customer agrees that FR will charge Service Fees to the credit card supplied by Customer or such fees can be paid by check by the Customer. All payments shall be made in US Currency.
In the event that any amount due FR is not paid after thirty (30) calendar days after payment is due, FR may immediately terminate this Agreement, or withhold or suspend Services, at its sole discretion.
The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder. If applicable, all taxes will be paid by the Customer.
FR may, with 15 days notice to Customer, amend the list price sheet.
Payments accepted by FR for Customer’s services or donations to Customer’s program will be aggregated into a single FR account and dispersed to the Customer weekly from that account by ACH or check and include a detailed report. The displayed merchant account for the charge shall be a generic description befitting the service provided. FR will return a percentage of the gross receipts to the Customer and FR shall be responsible for all merchant costs associated with the transaction. FR shall be the first line of interface with the end-user or credit card company should there be any questions on the reason or amount of the charge. Should FR not be able to resolve the issue with the end-user or credit card company, the Customer will be asked to intercede. The Customer shall be responsible for any chargebacks which will be reported to the Customer and deducted from future revenue disbursements.
Special Signup Promotions
FR may from time to time, at its sole discretion, offer special limited time promotions for new account signups. Customer acknowledges that these promotions are a one time special and does not recur for subsequent renewals. Customer also acknowledges that any currently running promotions are not retroactive and do not apply to accounts that have been signed up previously at a time when the current promotion was not offered.
30 Day Money Back Guarantee
If Customer terminates this Agreement within 30 calendar days of Effective Date of the Order's Initial Term, they will receive a full refund of the monthly Service and Setup fees, less a $100 Processing Fee. This Money Back Guarantee does not apply to the Renewal Term.
There is a $100 charge to reactivate accounts that have been suspended or terminated. FR at its sole discretion can decide to reactivate or not to reactivate a particular account.
Hardware and Software
Customers are responsible for and must provide all Internet connectivity services, computers, software, hardware, and other services necessary to access FR servers and Services. FR makes no representations, warranties, or assurances that customer's equipment will be compatible with FR Services.
Customer agrees that they will not use excessive amounts of CPU processing on any of FR's servers. Any violation of this policy may result in corrective action by FR, which may be taken in FR's sole discretion after notice with a two week period to cure is given to Customer.
Customer Representations and Warranties
Customer represents and warrants to FR that during the Term that Customer owns, is a valid licensee, or has the right to use the Member Content, including all text, graphics, and data, and the use, reproduction, distribution and transmission of the Member Content and any information and materials contained therein does not, and will not, (i) infringe any copyright, trademark, or any other proprietary right of a third party, (ii) violate any criminal laws and will only be used for lawful purposes, (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation, or (iv) contain and will at all times remain free of computer viruses, worms, trojan horses, and other malicious code.
License to FR
Customer grants FR the right and license to make archival or backup copies of the Member Content solely to provide and operate the Services. FR acknowledges that they are not acquiring any right, title or interest in or to the Member Content, all of which shall remain solely with the Customer. Further Customer grant FR the right to use the Customer’s name and logo for the purpose of communicating to potential customers the Customer is using the FR Service.
FR Intellectual Property
FR grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable FR Technology solely for the purpose of accessing and using the Services. Customer may not use the FR Technology for any purpose other than accessing and using the Services. Except for the rights expressly granted herein, this Agreement does not transfer from FR to Customer any FR Technology, and all rights, titles and interests in and to the FR Technology shall remain solely with FR. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble, or otherwise attempt to derive source code or other trade secrets from any of the FR Technology. FR's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of FR. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of FR.
FR will maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by FR to Customer. FR may, in its sole discretion, change or remove any and all such Internet Protocol numbers and addresses.
Any feedback, data, answers, questions, comments, suggestions, idea or the like which Customer sends to FR relating to the Services will be treated as being non-confidential and non-proprietary. FR may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
Disclaimer of Warranty
Customer agrees to use all Services and any information obtained through or from FR, at Customer's own risk. Customer acknowledges and agrees that FR exercises no control over, and accepts no responsibility for, the content of the information passing through FR's host computers, network, or the Internet. THE SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. NONE OF FR, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, LICENSORS OR THE LIKE ("FR PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT FR PROVIDES. NO FR PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO THEY MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. FR IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S USERS VIA THE SERVICES PROVIDED BY FR. NO ADVICE OR WRITTEN INFORMATION GIVEN BY ANY FR PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.
Customer agrees to indemnify, defend and hold harmless FR and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders and agents ("Indemnified Parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, and expenses (including attorney fees) threatened, asserted, or filed by a third party against any of the Indemnified Parties arising out of or relating to (i) Customer's use of the Services, (ii) any violation by Customer of the Service Usage Policy, (iii) any breach of any representation, warranty, or covenant of Customer contained in this Agreement, or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.
Limitation of Liability
Customer agrees that no FR Person, under any circumstances, shall be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to FR at the time) which may exist in the Services or FR's equipment used to provide the Services.
Under no circumstances, including negligence, shall any FR Person be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by Customer, any of its users, or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if FR has been advised of the possibility of such damages.
No FR Person shall be liable to Customer, any of its users, or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or that results from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to FR's records, programs, equipment, or services.
IN NO EVENT WILL FR'S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE ACTUAL SERVICE FEES PAID TO FR BY CUSTOMER DURING THE 12 MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
FR CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. FR WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
Customer understands, acknowledges and agrees that if FR takes any corrective action under this Agreement because of an action of Customer or its website users, Customer agrees that FR shall have no liability to Customer due to such corrective action by FR.
The terms of this section shall survive any termination of this Agreement.
Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, acts of government or other legal order, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
Governing Law, Jurisdiction, and Arbitration
This Agreement shall be governed in all respects by New Jersey law without regard to the conflict of law provisions thereof. Both parties submit to personal jurisdiction in New Jersey. Any controversy or claim arising out of, relating to or in connection with this Agreement, or the breach thereof, shall be subject to arbitration administered by the American Arbitration Association ("AAA") in accordance with its then existing Commercial Arbitration Rules ("AAA Rules") and judgment upon the award rendered by the arbitrator may be entered in any court having jurisdiction thereof. An award rendered in connection with an arbitration pursuant to this Section shall be final and binding upon the parties and the parties agree and consent that the arbitral award shall be conclusive proof of the validity of the determinations of the arbitrations set forth in the award, and any judgment upon such an award may be entered and enforced in any court of competent jurisdiction. The parties agree that the award of the arbitral tribunal will be the sole and exclusive remedy between them regarding any and all claims and counterclaims between them with respect to the subject matter of the arbitrated dispute. The parties hereby waive all in personam jurisdictional defenses in connection with any arbitration hereunder or the enforcement of an order or award rendered pursuant thereto. In any legal action, the prevailing party will be entitled to recover all legal expenses incurred in connection with the action, including but not limited to its costs and reasonable attorney's fees. The terms of this section shall survive any termination of this Agreement.
FR and Customer are independent contractors and nothing contained in the Agreement places FR and Customer in the relationship of principal and agent, partner or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party.
Assignment and Successors
Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of FR. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. FR may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
Entire Agreement and Severability
This Agreement represents the entire agreement between the parties, and supercedes all previous agreements.
All rights and restrictions contained in the Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
Customer hereby represents that they are either, an individual entering this Agreement for their personal use and is of legal age to execute this Agreement, or a corporation, limited partnership or other legal entity, validly existing under the laws of the state of its organization and the person acting on behalf of Customer is authorized to execute this Agreement on behalf of Customer.