24-7library.com Terms Of Service

This AGREEMENT (the "Agreement") is made and entered into between 24-7library.com ("Service Provider" or "Host") and you ("Client") (each being referred to individually as a "Party" and collectively as the "Parties"). By registering for an account with 24-7library.com you agree to all of the terms and conditions contained in this agreement:

Hosting Services
Host agrees to provide Client with services for hosting a copy of 24-7library.com library database on the World Wide Web portion of the Internet (the "Web Site") as set forth or described in the pricing schedule contained on 24-7library.com. 24-7library.com reserves to right to alter the pricing schedule as the need arises.

Content
Client shall be responsible for maintaining his/her own content. Client also assumes responsibility for backups including, but not limited to, their book database. 24-7library.com will provide backup in accordance with industry accepted standards of due diligence, but does not guarantee the integrity or usability of these backups.

Availability of Web Site
All effort will be made to ensure the Web Site shall be accessible to third parties via the World Wide Web portion of the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Hosting Services due to causes beyond the control of Host or which are not reasonably foreseeable by Host, including, but not limited to, interruption or failure of telecommunication or digital transmission links and Inter-net slow-downs or failures. We shall use all reasonable means to make the server and services available to you, but we shall not, in any event, be liable for interruptions of service or down-time of the server. We have the right to suspend the services at any time and for any reason, generally without notice.

Limitations on Client Content
Client shall place only content that does not contain any materials which are obscene, threatening, malicious, which infringe on or violate any applicable law or regulation or any proprietary, contract, moral, privacy or other third party right, or which otherwise exposes Host to civil or criminal liability. Any such materials placed on the Web Site which do not satisfy the foregoing requirements shall be deemed to be a material breach of this Agreement. We reserve the right to remove any material which we deem inappropriate from your web site without notice.

Resource Usage
Client is not allowed to consume excessive system resources on our servers, including - but not limited to - processor cycles and memory. If a client has too many visitors to their database it can overwhelm our servers. We will solve this problem on a cases by case basis.

Refusal or discontinuation of service
Host reserves the right to refuse or discontinue service to anyone at 24-7library.com's sole discretion. 24-7library.com may deny you access to all or part of the service without notice if you engage in any conduct or activities that 24-7library.com in its sole discretion believes violates any of the terms and conditions in this agreement. 24-7library.com shall have no responsibility to notify any third-party providers of services, merchandise, or information, nor any responsibility for any consequences resulting from such discontinuance or lack of notification. You agree that 24-7library.com has the right to monitor the service electronically from time to time and to disclose any information as necessary to satisfy the law, or to protect itself or its subscribers. 24-7library.com reserves the right to refuse to post or to remove any information or materials, in whole or in part, that, in its sole discretion, are unacceptable, undesirable, or in violation of this agreement. 24-7library.com also reserves the right to refuse refunds in cases where 24-7library.com believes abuse has taken place.

Hosting Services Fees
Client shall pay Host all fees for the Hosting Services in accordance with the applicable fee and payment schedule set forth in the Pricing Schedule hereto. Host expressly reserves the right to change its rates charged hereunder for the Services during any Renewal Term (as defined herein).

Late Payment
Host may terminate service when any payment is late and shall not be responsible for maintaining any data Client that may have uploaded to Host's server.

Disclaimer of Warranty
HOST MAKES NO WARRANTIES HEREUNDER, AND HOST EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, WITHOUT LIMITATION, WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

Client - Indemnification
Client agrees to indemnify, defend, and hold harmless Host, its directors, officers, employees and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim that: (i) if true, would constitute a breach of any of Client's representations, warranties, or agreements hereunder; (ii) arises out of the negligence or willful misconduct of Client; or (iii) any of the Client Content to be provided by Client hereunder or other material on the Web Site infringes or violates any rights of third parties, including without limitation rights of publicity, rights of privacy, patents, copyrights, trademarks, trade secrets, and/or licenses.

Notice - Indemnification
In claiming any indemnification hereunder, the indemnified Party shall promptly provide the indemnifying Party with written notice of any claim which the indemnified Party believes falls within the scope of the foregoing paragraphs. The indemnified Party may, at its own expense, assist in the defense if it so chooses, provided that the indemnifying Party shall control such defense and all negotiations relative to the settlement of any such claim and further provided that any settlement intended to bind the indemnified Party shall not be final without the indemnified Party's written consent, which shall not be unreasonably withheld.

Limitation of Liability
HOST SHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF, THE WEB SITE OR CLIENT'S DATA FILES, PROGRAMS OR INFORMATION THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. HOST SHALL HAVE NO LIABILITY WITH RESPECT TO HOST'S OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF HOST HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. IN ANY EVENT, THE LIABILITY OF HOST TO CLIENT FOR ANY REASON AND UPON ANY CAUSE OF ACTION SHALL BE LIMITED TO THE AMOUNT ACTUALLY PAID TO HOST BY CLIENT UNDER THIS AGREEMENT DURING THE MONTH 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.

Termination and Renewal Terms
This Agreement shall be effective when signed and Clients assent by virtue of clicking the button or checkbox at the bottom of this agreement shall constitute signing by the Parties and thereafter shall remain in effect unless earlier terminated as otherwise provided in this Agreement (the "Initial Term"). This Agreement shall automatically be renewed beyond the Initial Term for additional one(1) year terms (each, a "Renewal Term") unless Client provides Host with a written notice of termination at least thirty (30) days prior to the expiration of the Initial Term or the then-current Renewal Term.

Termination
Host may terminate this Agreement at any time and for any reason by providing written notice of termination to Client and refunding a pro rata portion of fees paid to Client for Hosting Services not yet rendered on the date of termination.

Termination and Payment
Upon any termination or expiration of this Agreement, Client shall pay all unpaid and outstanding fees through the effective date of termination or expiration of this Agreement.

Entire Agreement
This Agreement and Schedules referenced herein constitute the entire agreement between Client and Host with respect to the subject matter hereof and there are no representations, understandings or agreements which are not fully expressed in this Agreement.

Force Majeure
Except for the payment of fees by Client, if the performance of any part of this Agreement by either Party is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond the control of either Party, that Party shall be excused from such to the extent that it is prevented, hindered or delayed by such causes.

Assignment
Client shall not assign, without the prior written consent of Host, its 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 deemed a material breach of this Agreement.

Modification and Notice
Host has the right to modify this Agreement. Any modification is effective immediately upon it's posting here on the terms page. Client's continued use of the Host's Service following notice of any modification to this Agreement shall be conclusively deemed an acceptance of all such modification(s). Client's only right with respect to any dissatisfaction with any modifications made pursuant to this provision, or any policies or practices of Host in providing the Services, including, without limitation, (i) any change in the content of the Services, or (ii) any change in the amount or type of Service Fees, is to terminate this agreement by delivering notice to Host. Such notice will be effective upon receipt by Host.

Waiver
The waiver of failure of either Party to exercise any right in any respect provided for herein shall not be deemed a waiver of any further right hereunder.

Severability
If any provision of this Agreement is determined to be invalid under any applicable statute or rule of law, it is to that extent to be deemed omitted, and the balance of the Agreement shall remain enforceable.

Counterparts
This Agreement may be executed in several counterparts, all of which taken together shall constitute the entire agreement between the Parties hereto.

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

Approvals and Similar Actions
Where agreement, approval, acceptance, consent or similar action by either Party hereto is required by any provision of this Agreement, such action shall not be unreasonably delayed or withheld.

Survival
All provisions of this Agreement relating to Client warranties, confidentiality, non-disclosure, proprietary rights, limitation of liability, Client indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.

Agreement Acknowledgement
This agreement supersedes any written, electronic, or oral communication you may have had with Host or any agent or representative thereof, and constitutes the complete and total agreement between the parties. Should any provision of this agreement is determined to be invalid or unenforceable, all other provisions shall remain in full force and effect and said provision shall be reformed only to the extent necessary to make it enforceable. By placing and continuing to maintain or place information on Host's servers you are stating and acknowledging that you have read the aforementioned terms and conditions and that you understand such terms and conditions and agree to be bound by them.

Last updated: May 6th 2004.