The United Sharing Network
MERCHANT/ADVERTISER TERMS & SERVICE AGREEMENT
Contact Information:
10006 Cross Creek Blvd #523
Tampa, FL 33647
Phone: 813-774-4733
Fax: 813-975-9802
info@unitedsharingnetwork.com
The United Sharing Network answers to a higher power. We run our business according to Biblical principals and we’d love it if we could base our relationship on Philippians 1:27 -
“Whatever happens, conduct yourselves in a manner worthy of the gospel of Christ. Then, whether I come and see you or only hear about you in my absence, I will know that you stand firm in one spirit, contending as one man for the faith of the gospel”
We still request this be the basis for our relationship; however, our lawyers say we have to include the following legal mumbo-jumbo to operate in today’s world:
This Merchant/Advertiser Service Agreement (the "Agreement") is made by and between the United Sharing Network, a Florida corporation ("UnitedSharingNetwork.com", "The United Sharing Network ", "United Sharing Network ", "USN", "We"), and you, as a “Merchant/Advertiser” user of the UNITED SHARING NETWORK service ("you", "your", "Merchant", The Merchant”).
To be an authorized “Merchant/Advertiser” of The United Sharing Network, you agree to abide by the terms and conditions contained in this Agreement. Please read this Agreement carefully before registering and using the UNITED SHARING NETWORK services as a Merchant. By signing up for The United Sharing Network, you indicate your acceptance of this Agreement and its terms and conditions. If you do not accept this Agreement, do not use the UNITED SHARING NETWORK services as a Merchant.
If present, a “MERCHANT/ADVERTISERAGREEMENT ADDENDUM” will be honored by UNITED SHARING NETWORK to set specific terms for the Merchant.
PRIVACY POLICY
If you have any questions about privacy rights, please view our privacy statement at www.unitedsharingnetwork.com/privacy.html or contact us at info@unitedsharingnetwork.com
DEFINITIONS
"Affiliate Marketing" occurs when e-businesses ("Merchants/Advertisers") and individual web sites that generate their own traffic ("Affiliates") partner to drive traffic to the Merchant’s/Advertiser’s Web site and a reward or bounty is paid when the “Visitor” referral results in a sale, lead, click, or other measurable action.
"Affiliate" is rewarded for a legitimate sale, lead, click, or other measurable action by a ”Visitor”, and uses the UNITED SHARING NETWORK Service to facilitate applications, tracking, reporting, and receipt of commission payment.
"Merchant" means a Web site that pays a reward for a legitimate sale, lead, click, or other commissionable action by a Visitor, and uses the UNITED SHARING NETWORK services to facilitate sign-ups, tracking, reporting, and commission payment.
"Visitor" refers to a person that arrives on the Merchant’s site after a click of a link from an Affiliate’s site, blog or newsletter or email.
“Offer Commission” is the total commission to be paid out on a transaction as agreed upon by the Merchant/Advertiser and The United Sharing Network.
"Offer Commissionable Revenues" on a sales transaction will be calculated as the total of the affiliate driven sale less any tax charged, shipping and handling costs, service fees, gift wrapping, credit card fees, etc.
"Link” means a hyperlink placed on an Affiliate's site that will redirect your visitor through the United Sharing Network’s servers, where tracking code will be placed, then on to the Merchant/Advertiser site or landing page. The Link may be in the form of text, a product image, a button, a banner or any other format acceptable to you, and defined only through your program on The UNITED SHARING NETWORK.
“Click " occurs when an Internet user clicks through a Link that an Affiliate has placed on their site, blog or email newsletter for a Merchant.
“Commissionable Action” occurs when an Internet users completes a click, purchase, lead form, or other action which the Merchant/Advertiser has defined as Commissionable. The UNITED SHARING NETWORK technology tracks all “Commissionable Actions”, to a previous “click”, and a “Commission” action is established. The sale or lead may occur at the time of the visit or at a later time as defined and specified in your campaign. If a sale occurs after the campaign’s expiration date and the Visitor has not returned through an authorized Affiliate's site, then no Payout shall occur.
A “Void” is executed by the Merchant/Advertiser as a means to reverse the commission given to a particular affiliate on Qualifying Sales. Voids may be the result of:
* Cancelled Sales
* Product returns
* Duplicate or repeat errors
* Non-bona fide Transactions
* Non- receipt of payment from Customer
* Refund of payment to Customer
* Failure by an Affiliate to comply with the Terms of Agreement set forth by United Sharing Network and the Merchant.
* Submission of fraudulent or invalid lead information
* Click or Lead commissions generated through use of automated “click bots” adware or spyware
USN requires documentation to substantiate voided transactions. USN reserves the right to audit Voided Transaction documentation as needed.
"Your United Sharing Network Account", “Your Account” is a separate, specific escrow account that is debited based on Offer Commissions paid to UNITED SHARING NETWORK
"Account Balance" indicates the current monetary value of monies deposited into your Account at United Sharing Network. These monies are used to pay Offer Commission that are then shared with USN Affiliates.
“Tracking Pixel” or “Tracking Code” means a small piece of HTML code or JavaScript given to the Merchant/Advertiser by UNITED SHARING NETWORK for placement on their sales confirmation pages or lead form “success” pages which are used by UNITED SHARING NETWORK to provide the Service.
“Lead/Sale Cookie Expiration” is a setting in your Merchant/Advertiser Campaign, which you define, which dictates the maximum time that can elapse between a click and a commissionable Action being tracked and reported by USN.
A Cost Per Sale Example:
* The Merchant/Advertiser lists an offer on the United Sharing Network to sell widgets at $10.00 apiece.
* The United Sharing Network and the Merchant/Advertiser agree upon an “Offer Commission” rate. For this example we will use 30% for the “Offer Commission” ($3.00) to USN for sales driven to the Merchant site by a USN affiliate.
* The widget offer is listed on United Sharing Network and USN affiliates can select the offer “Link” and place it on their faith or family based website.
* Traffic is driven from the USN affiliate’s website when a “Visitor” “Clicks” on a “Link” to the merchant’s ecommerce site.
* When a successful widget sale is made, a “Tracking Pixel” is fired in the background and the transaction information is sent to USN.
* USN bills your account $3.00 for the “Offer Commission” cost of the transaction.
* USN pays its affiliate a commission (typically about 75 to 90 percent of the Offer Commission) for driving the traffic that resulted in a sale.
The Merchant/Advertiser Service Agreement is summarized as follows:
Affiliates can place your links (banners, text, data feeds, etc) on their sites, blogs, or within the content of their email newsletter if permitted by Merchant.
Merchants may not dictate where Affiliates place links. If you are unhappy with an Affiliate, or feel that they are not suitable, the USN can remove the Affiliate from your program.
In order for your program to remain active, the Merchant/Advertiser must keep a positive balance in their account with the United Sharing Network.
THE FOLLOWING TYPES OF SITES ARE NOT ALLOWED TO PARTICIPATE IN UNITED SHARING NETWORK: ADULT SITES, SITES THAT DISPLAY ADULT BANNERS, “ADULT” DATING, SITES THAT PROMOTE GAMBLING, VIOLENCE, BIGOTRY, OR HATRED OR OTHERWISE DO NOT REFLECT TRADITIONAL CHRISTIAN VALUES. UNITED SHARING NETWORK RESERVES THE RIGHT TO ACCEPT OR DECLINE ANY MERCHANT/ADVERTISEROR AFFILIATE FOR PARTICIPATION IN THE UNITED SHARING NETWORK.
You agree the UNITED SHARING NETWORK, has no responsibility or liability as a result of placement of authorized Links to your Web site.
Any rewards or payments given to affiliates obtained through The UNITED SHARING NETWORK must be paid through UNITED SHARING NETWORK this includes any one-time bonuses made to affiliates or any performance based increases in commission given to your affiliates.
United Sharing Network does not allow third party affiliate offers on Merchant/Advertiser sites or landing pages that do not result in commissions for your affiliates or The United Sharing Network. Activities like this will be considered fraudulent and will result in termination of our relationship.
UNITED SHARING NETWORK will make every effort to distinguish, and eliminate fraudulent affiliates and links. However, you should monitor your affiliate program closely, and notify USN immediately if you feel a fraudulent practice is being used.
REFUNDS:
If it is found during the initial setup process that our tracking solution will not work with your website configuration, we will refund all setup fees and any deposits to your account. If you should choose to cancel before becoming active, for any other reason besides software incompatibility, a portion of your set up fee may be returned as determined by The United Sharing Network.
THE “SERVICE”
UNITED SHARING NETWORK, as an Affiliate Network Provider, has developed, operates and provides a service that allows Web sites to run and/or participate in Affiliate Marketing programs (the "Service As a Merchant, Affiliates will be establishing relationships with you through the United Sharing Network. All relationships established between you, the Merchant, and Affiliates through The United Sharing Network will be conducted and fall under the auspices of this United Sharing Network Agreement.
This in no way shall limit the Merchant/Advertiser from establishing relationships with Affiliates through other Affiliate Network Providers or engaging in other business development relationships unless otherwise specified in a “MERCHANT/ADVERTISERAGREEMENT ADDENDUM”
TRACKING CODE/PIXEL
Should the necessary Tracking Code be found missing or removed from the Merchant/Advertiser site, UNITED SHARING NETWORK would notify the Merchant/Advertiser via email and/or telephone in order to rectify the situation. Merchant/Advertiser will be given 7 days to correct the problem and will notify UNITED SHARING NETWORK by email when the corrections have been made. If not corrected within the allotted time, UNITED SHARING NETWORK will have the right to terminate this agreement and in such event the Merchant/Advertiser would forfeit the remaining Balance in their Account.
MERCHANT/ADVERTISER BALANCE
As afore-mentioned, Merchants must maintain a positive balance in their United Sharing Network account which is used to pay affiliates for commissions generated as well as USN fees.
If Merchant’s account balance is depleted of funds, all Links may cease to function until such time as the Merchant/Advertiser is able to make a deposit into the account. This is to ensure Affiliates will be paid promptly for commissionable activities driven to the Merchant/Advertiser site.
Transaction Fees:
Offer: USN and the Merchant/Advertiser will work together to define the “Offer” that will be made available on the United Sharing Network. This “Offer” commission payout will be distributed as follows:
Grace Period:
We understand that your affiliate programs will take time to grow, so we offer the following grace period:
If after 6 months, the Transaction fee has not exceeded $50 per month, the United Sharing Network reserves the right to review, terminate, or restructure terms of this Agreement.
Client is under no obligation to stay with the United Sharing Network for any length of time and may terminate this Agreement without penalty. Upon termination by Merchant/Advertiser hereunder, United Sharing Network shall refund any remaining balance in Merchant’s account within a period equal to the “Lead/Sale Cookie Expiration” plus 30 additional days to account for processing and delivery. If client wishes to continue services at the end of the initial 6-month period, this Agreement will be self-renewing unless otherwise renegotiated between the Client and the United Sharing Network.
REVERSALS/PRODUCT RETURNS
Merchant/Advertiser will decide and indicate to United Sharing Network how long they require sales to remain in a pending status prior to being credited to an Affiliate. This number will be referred to as the “Pending Sales Period” and is defined as 0 days unless specified in the “Addendum” to this agreement. From that date, the sale will remain in a status allowing the Merchant/Advertiser to void the commission for the remainder of the current month, plus 15 days into the next month. At that time, the commission will be paid to the Affiliate and the Merchant/Advertiser will no longer be able to reverse the sale.
If in the “MERCHANT/ADVERTISER AGREEMENT ADDENDUM”, a positive number is used for the “Pending Sales Period”, the Merchant/Advertiser agrees to keep in their United Sharing Network account a balance of monies equal to the current value of any pending transactions posted to their account.
SERVICE AND SUPPORT
UNITED SHARING NETWORK will provide support for the Service as indicated on the UNITED SHARING NETWORK Web site and in accordance with the terms and conditions set forth in this Agreement that supersede any other Agreement.
EMAIL CONTACT
UNITED SHARING NETWORK shall send timely e-mails to inform the Merchant/Advertiser of applicable changes or additions to the Products or Services of The UNITED SHARING NETWORK
CHANGES TO THE SERVICE
UNITED SHARING NETWORK reserves the right to change, modify, add or remove portions of this Agreement at any time and may add to, change, suspend or discontinue any aspect of the Service at any time. In the event of any material change, UNITED SHARING NETWORK will notify the Merchant/Advertiser via e-mail, newsletter or the UNITED SHARING NETWORK Web site at least 7 days prior to any such changes taking effect, at which time you may either agree to such changes or withdraw from the Service. If you choose to withdraw, we will refund all monies contained in your account within a period equal to your “Lead/Sale Cookie Expiration” plus 30 additional days to account for processing and delivery.
REGISTRATION
To sign up as a Merchant/Advertiser of United Sharing Network and to use the Service as a Merchant/Advertiser you must be at least 18 (eighteen) years of age, and supply a valid tax-id, which may be your social security number for individuals, or a federal tax-id for corporations or other entities.
The Merchant/Advertiser shall notify THE UNITED SHARING NETWORK by e-mail at info@unitedsharingnetwork.com of any known or suspected unauthorized uses of your Account, or any known or suspected breach of security, including loss, theft or unauthorized disclosure of your username and password.
You shall be responsible for maintaining the confidentiality of your username and password and you are responsible for all usage and activity on your Account, including use of the account by a third party authorized by you to use your Account. Any fraudulent, abusive or otherwise illegal activity may be grounds for termination by UNITED SHARING NETWORK and referral to the appropriate law enforcement agencies.
ACCEPTED USE
The Merchant/Advertiser represents to UNITED SHARING NETWORK that all content you provide to the Service, to the best of your knowledge, but without special investigation of any kind, is solely owned by you or provided by you with the express authority of the company you represent, does not infringe upon any other individual's or organization's rights (including, without limitation, intellectual property rights) in the United States, and is not defamatory, libelous, unlawful or otherwise objectionable under the laws of the United States. You shall not knowingly or intentionally provide, promote, distribute, place or otherwise publish as a Merchant/Advertiser of the Service any content, or Web site that includes content, which is libelous, defamatory, obscene, pornographic, abusive, fraudulent or violates any law. As THE UNITED SHARING NETWORK may not review all information provided by you, you shall remain solely responsible for your content and Web site.
Merchant/Advertiser must ensure emails they send containing United Sharing Network Links or branding are in compliance with CAN- SPAM and other federal laws. Written consent from USN is required before any communications including USN trademarks, branding, links can be sent.
Performance Marketing Network Exclusivity
The Merchant/Advertiser agrees to designate the United Sharing Network as the performance-marketing network of record. Any inbound requests to work as an online affiliate, run a Vision Video offer in an affiliate network, or other performance based marketing relationships will be channeled through the United Sharing Network for tracking and implementation. The United Sharing Network will negotiate terms with interested third parties on behalf of the Merchant/Advertiser following the guidelines and terms of this Agreement. Any arrangements between the United Sharing Network and a third party network or affiliate that falls outside the terms of this agreement must be approved in writing by the Merchant/Advertiser prior to executing. Online performance marketing relationships established prior to the signing of this agreement are exempt, but should be identified in writing to the USN upon the execution of this document.
LIMITED WARRANTY
The Service, its operation, its use and the results of such use shall be performed in a professional and workman-like manner. TO THE FULLEST EXTENT PERMISSIBLE PURSUANT TO APPLICABLE LAW, EACH OF UNITED SHARING NETWORK AND MERCHANT/ADVERTISERDISCLAIMS ALL WARRANTIES EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, IN RELATION TO THE SERVICE, ITS USE AND THE RESULTS OF SUCH USE. WITHOUT LIMITING THE FOREGOING, UNITED SHARING NETWORK SPECIFICALLY DISCLAIMS ANY WARRANTY (A) THAT THE SERVICE WILL BE UNINTERRUPTED OR ERROR-FREE, (B) THAT DEFECTS WILL BE CORRECTED, (C) THAT THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS, (D) THAT THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT, OR (E) REGARDING CORRECTNESS, ACCURACY, OR RELIABILITY. APPLICABLE LAW MAY NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES SO THE ABOVE EXCLUSION MAY NOT APPLY. UNITED SHARING NETWORK will make reasonable commercial efforts to keep its transaction service operational during normal business hours. However, certain technical difficulties may, from time to time, result in temporary service interruptions.
Merchant/Advertiser understands and acknowledges that it is normal to have a certain amount of system downtime, up to net 10% of a given calendar month, provided, if Merchant/Advertiser reasonably determines that such downtime greater than net 10% of a given calendar month is adversely or materially impacting Merchant’s ability to derive benefit from the Service, it shall notify United Sharing Network, and United Sharing Network shall give Merchant/Advertiser a refund equal to 25% of all monies paid by Merchant/Advertiser for USN Network transaction fees, excluding those paid to cover earned Commissions by Affiliates, during the preceding one month period. Merchant/Advertiser further agrees not to hold United Sharing Network liable for any of the consequences of such interruptions.
MERCHANT/ADVERTISERSHALL HAVE NO LIABILITY FOR UNAUTHORIZED ACCESS TO, OR ALTERATION, THEFT OR DESTRUCTION OF ANY WEB SITE OF AFFILIATE OR AFFILIATE CUSTOMER DATA FILES OR SYSTEMS OR PROGRAMS THROUGH ACCIDENT, FRAUDULENT MEANS OR DEVICES. MERCHANT/ADVERTISERSHALL HAVE NO LIABILITY WITH RESPECT TO MERCHANT/ADVERTISEROBLIGATIONS HEREUNDER OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, SPECIAL, INCIDENTAL, OR PUNITIVE DAMAGES EVEN IF MERCHANT/ADVERTISERHAS BEEN NOTIFIED OF SUCH DAMAGES. ANY LIABILITY OF MERCHANT/ADVERTISERHEREUNDER SHALL BE LIMITED TO THE FEES PAID BY MERCHANT/ADVERTISERTO UNITED SHARING NETWORK UNDER THIS AGREEMENT.
LIMITATION OF LIABILITY
EXCLUDING LIABILITY ARISING FROM OR RELATING TO UNITED SHARING NETWORK’S OBLIGATION TO KEEP MERCHANT/ADVERTISERINFORMATION CONFIDENTIAL UNDER THE SECTION ENTITLED “NONDISCLOSURE” BELOW AND ANY BREACH BY UNITED SHARING NETWORK OF THE SECTION ENTITLED “OWNERSHIP AND LICENSES”, NEITHER MERCHANT, ON THE ONE HAND, NOR UNITED SHARING NETWORK OR ITS SUPPLIERS OR RESELLERS OR OTHER MERCHANTS, ON THE OTHER HAND, SHALL BE LIABLE TO THE OTHER OR ANY THIRD PARTY FOR (I) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER ARISING OUT OF THE USE OF OR INABILITY TO USE THE UNITED SHARING NETWORK SERVICE OR ANY INFORMATION PROVIDED ON THE UNITED SHARING NETWORK WEB SITE OR ANY OTHER HYPERLINKED WEB SITE, INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, ANY LOST PROFITS, BUSINESS INTERRUPTION, LOSS OF PROGRAMS OR OTHER DATA, EVEN IF UNITED SHARING NETWORK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OR (II) ANY CLAIM ATTRIBUTABLE TO ERRORS, OMISSIONS OR OTHER INACCURACIES IN THE WEB SITE OR ANY HYPERLINK ED WEB SITE. BECAUSE SOME JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, THE ABOVE EXCLUSION MAY NOT APPLY. IN SUCH JURISDICTIONS, A PARTY'S LIABILITY IS LIMITED TO THE SMALLEST AMOUNT PERMITTED BY LAW. THIS PARAGRAPH WILL SURVIVE THE FAILURE OF ANY EXCLUSIVE OR LIMITED REMEDY. You agree that UNITED SHARING NETWORK, although the provider of the Service has no responsibility or liability as a result of placement of authorized Links to your Web site, from the Affiliates.
UNITED SHARING NETWORK agrees to indemnify, defend, and hold harmless Merchant/Advertiser and its affiliates, officers, directors, employees and agents from and against any and all liability, claims, losses, damages, injuries or expenses (including reasonable attorneys' fees, expert witness fees and costs) directly or indirectly arising from or relating to UNITED SHARING NETWORK’s acts or omissions in performance of the Services or its breach of this Agreement.
NON-DISCLOSURE
UNITED SHARING NETWORK acknowledges that in the course of this Agreement it shall have access to confidential and proprietary information ("Confidential Information") of your Company. UNITED SHARING NETWORK agrees not to disclose or disseminate the Confidential Information without your prior express written consent in each instance. The term "Confidential Information" shall not include information that is or becomes part of the public domain through no action or omission of UNITED SHARING NETWORK, that becomes available to UNITED SHARING NETWORK from third parties without Knowledge by UNITED SHARING NETWORK of any breach or violation of fiduciary duty, or that UNITED SHARING NETWORK had in its possession prior to the date of this Agreement. UNITED SHARING NETWORK does not and shall not collect information about a Merchant’s customer transactions, other than what is passed to us through the installed tracking code and displayed on the Merchant’s own transaction reports. Any information we receive is used solely for tracking and Commission payment purposes. UNITED SHARING NETWORK reserves the right to be able to utilize this data in aggregate to anonymously analyze Service trends, monitor Service efficiencies, and perform such other analysis as UNITED SHARING NETWORK deems appropriate.
OWNERSHIP AND LICENSES
THE UNITED SHARING NETWORK represents and warrants that it owns certain images, technology, content, trademarks, banners and other intellectual property that it shall provide to you, under this Agreement you, the Merchant, are granted a non-exclusive, limited, revocable right to use trademarks and banners. All images, technology and content provided for your use is and shall remain the sole property of UNITED SHARING NETWORK, and no part thereof shall be deemed assigned or licensed to you except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain UNITED SHARING NETWORK’s sole property, including rights in and to any derivatives thereof. You may not modify the trademarks, banners, the content or any of the images provided to you in any way.
You the Merchant, hereby grant UNITED SHARING NETWORK a non-exclusive, limited, revocable right to sublicense the use of Merchant/Advertiser provided trademarks and banners to Affiliates. All images, technology and content provided for UNITED SHARING NETWORK and Affiliate use is and shall remain the sole property of the Merchant/Advertiser and no part thereof shall be deemed assigned or licensed to Affiliate or to UNITED SHARING NETWORK except as explicitly provided for herein. All intellectual property rights, including trademarks, copyrights, patent rights or applications, trade names and service marks related to the foregoing shall remain the Merchant’s sole property, including rights in and to any derivatives thereof. UNITED SHARING NETWORK and Affiliates may not modify the trademarks, banners, the content or any of the images provided by Merchant/Advertiserin any way.
Merchant/Advertiser may immediately terminate an Affiliate license to use the marks if the Merchant/Advertiser reasonably believes that such use dilutes tarnishes or blurs the value of their mark. UNITED SHARING NETWORK acknowledges the Merchant’s ownership and exclusive right to use the marks and agrees that all goodwill arising as a result of the use of the marks shall inure to the benefit of the Merchant.
Should the Merchant/Advertiser wish to terminate an Affiliate, due to any of the conditions listed above, UNITED SHARING NETWORK will take action to terminate the relationship in an expedient manner. The Merchant/Advertiser acknowledges that UNITED SHARING NETWORK has no further obligation or requirement to assist in recovering any damages from the Affiliate should they occur from unauthorized or non-licensed use of the marks.
REPRESENTATIONS
UNITED SHARING NETWORK makes no representations whatsoever about any other Web site which the Merchant/Advertiser may access through the Service. In addition, a link to a non-UNITED SHARING NETWORK Web site does not mean that UNITED SHARING NETWORK endorses or accepts any responsibility for the content or the use of such Web site.
ASSIGNABILITY
Merchant/Advertiser or UNITED SHARING NETWORK may assign this Agreement to any successor upon notice to the other party, provided, in the case of UNITED SHARING NETWORK, the assignee continues to fulfill its obligations and provide the Service hereunder.
FORCE MAJEURE
Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes or any other cause which is beyond the reasonable control of such party
DISPUTE RESOLUTION
Both Parties desire to avoid dissipating resources on wasteful litigation and therefore agree to resolve disputes privately by good faith negotiation where at all possible. Any claim or dispute arising from or related to this Agreement that the Parties cannot resolve by private negotiation between them shall be submitted to Christian mediation, and if mediation fails, then to binding arbitration, pursuant to the Rules of Procedure for Christian Conciliation of the Institute for Christian Conciliation, a division of Peacemaker® Ministries (complete text of the Rules is available at www.Peacemaker.net) or such rules as published by any comparable entity if agreed upon in writing by the Parties. Judgment upon an arbitration decision may be entered in any court otherwise having jurisdiction. The Parties understand that these methods shall be the sole remedy for any controversy or claim arising out of this Agreement and expressly waive their right to file a lawsuit in any civil court against one another for such disputes, except to enforce an arbitration decision.
MISCELLANEOUS
This Agreement represents the complete agreement concerning this license and may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY (except for conflict of law provisions) YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO THE TERMS SET FORTH HEREIN AND NOT THOSE IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable, such provision shall be reformed only to the extent necessary to make it enforceable.