UNS Holdings, Inc.
Terms of Service - Wholesale Account

IMPORTANT - THIS IS A LEGAL AGREEMENT (THE "AGREEMENT") BETWEEN YOUR COMPANY AND UNS HOLDINGS, INC. D/B/A USENET SERVER (“UNS”). IT IS ESSENTIAL THAT YOU READ THESE TERMS CAREFULLY. IF YOUR COMPANY DOES NOT AGREE WITH THE TERMS CONTAINED IN THIS AGREEMENT, NEITHER YOUR COMPANY NOR ITS SUBCRIBERS WILL HAVE ACCESS TO, OR BE ABLE TO USE, UNS' SERVICES. FOR YOUR CONVENIENCE AND YOUR RECORDS, UNS SUGGESTS THAT YOU PRINT AND RETAIN OR SAVE A COPY OF THIS AGREEMENT.

UNS is a "service provider" (as that term is defined under 17 United States Code Sections 512(k)(1)(A) & 512(k)(1)(B)) providing Usenet to internet service providers and to UNS' own subscribers (hereafter the "Service" or "Services"). UNS will provide the Service to the entity receiving the accompanying invoice or otherwise executing this Agreement (the "Company") for a fee and shall do so pursuant to the following terms. By agreeing to this Agreement and using the Service, the Company acknowledges that it is duly formed organization with the power and authority to enter into this Agreement and perform its obligations hereunder. The person executing this Agreement or paying the corresponding Invoice (as defined hereafter) on behalf of the Company hereby represents and warrants to UNS that such person is a duly authorized agent of the Company with the power and authority to bind the Company by your actions. To the extent of a conflict between the following, the provisions of this Agreement shall prevail over any attached or incorporated Schedule or Exhibit.

1.     Usenet Service. UNS will, at its servers accessed through its domain name, provide to Company's subscribers ("End Users") access to all Usenet groups carried by the Service. UNS may adjust the Usenet groups it carries at any time and at its sole discretion. Company shall specify a range of IP addresses which may access the Service and, pursuant to the terms of this Agreement, UNS shall not block access to the Services to an End User using an IP addresses within this range. UNS will not be responsible for providing the Company or End Users with any internet service, software, hardware, bandwidth or other connection to access the Services, all of which shall be the responsibility of the Company or its End Users. UNS may deny access to any End User who attempts to access the Service if such access would cause the number of End Users' simultaneous connections to exceed the amount set forth in Exhibit A if such is completed and attached or pursuant to the invoice sent by UNS to the Company (the "Invoice") if Exhibit A is not completed and attached.

2.     Content.

A.   General. It is important that Company understands that, except in order to comply with applicable law, UNS cannot and does not control, review or modify the content contained in the Service. UNS is not responsible for the content of any transmissions over the Service. Company understands that UNS will provide unfiltered Usenet access to End Users. UNS expects that all End Users use caution and common sense-when using Usenet and abide by UNS' Terms of Service set forth on its website, as such may be updated from time to time by UNS (the "Terms of Service") available here http://www.usenetserver.com/terms.html. Neither the Company nor any End User should have an expectation of privacy in any content, including accounts or files transmitted through the Service. UNS cannot ensure that all email intended to be private will in fact be and/or remain private.

B.    Your Covenants to UNS. The Company hereby covenants and agrees that any content distributed through the Service by the Company and the End Users: (a) shall not infringe on any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control); (c) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) shall not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information, and (e) shall not violate any laws, including, without limitation, laws regarding unfair competition, child pornography, copyright infringement, anti-discrimination or false advertising. At Company's own expense, its shall comply with all applicable laws, regulations, rules, ordinances and orders regarding its activities and content related to the Services and this Agreement.

C.    Spam. UNS considers any improper and abusive posting as a detriment to all users of the Service and considers all such postings as “Spam.” Without limiting the generality of the foregoing, UNS considers Spam to include any message which does any of the following: imposes an unreasonable or disproportionately large load on UNS' infrastructure; is of a commercial nature; solicits entry into a web page; promotes or solicits the services of a business, charity or person; contains a file which is labeled with a URL address; promotes or offers a product or service; is a repeated posting; or solicits people to purchase or sell anything (except on an occasional, personal, basis such as the sale of an automobile in a usenet group designed for such posts). While UNS makes attempts to prevent Spam, it cannot guarantee that the Service will be Spam-free. UNS deploys automatic word and "Spam" filters that may terminate your postings without delivering them. The Company agrees to make commercially reasonable efforts to prevent the use or spread of spam through its own service and through the Service. UNS may terminate access to any End User who is engaged in spamming or posting any spam to the Service and UNS may prevent such End User from accessing the Service.

D.   Copyright. The Service must not be used to transmit or store copyrighted works of others without their permission or violate any person's copyright or other proprietary rights in any form or fashion. If UNS determines that an End User, through his/her use of the Service, has infringed on anyone else's proprietary rights, including without limitation, violating another's copyright, UNS shall, among other rights, terminate that End User's account and deny the End User access to the Service. In addition, if the Company does not: (i) terminate the account of an End User or cooperate with UNS in terminating access to an End User who has violated another's copyright; (ii) implement a commercially reasonable policy ("DMCA Policy") dealing with copyright infringement and notification consistent with the terms of the Digital Millennium Copyright Act of 1988 ("DMCA") and/or other relevant/applicable common, state, federal or international law; or (iii) comply with and enforce the terms of its DMCA Policy, UNS may, in its sole discretion, terminate this Agreement and all End User's access. Upon receiving proper notification pursuant to the DMCA and/or other relevant/applicable common, state, federal or international law, that information that is on the Service (including information an End User may have posted), is infringing another's rights, UNS shall have the right to remove or block access to the material identified in that notification. If an End User has posted the information that is the subject of such notification, UNS will take reasonable steps promptly to notify the Company and/or the End User (at its sole option) that such material has been removed or access to the material has been disabled. Upon receiving such notification, Company shall take reasonable steps promptly to notify the End User to whom such notification applies that such material has been removed or access to the material has been disabled. If Company receives counter-notifications for which UNS originally received notification from the alleged copyright owner, Company will immediately transmit such to UNS and provide all reasonable cooperation to UNS in dealing with such.

E.    Illegal and/or Offensive Posts. UNS may also, in its sole discretion, terminate any End User's access if such End User, in UNS sole discretion, has been involved in transmitting, storing or using any of the following: access codes, credit card numbers, measures used to defeat identification or protection of copyrighted materials or other similar information; chain letters, pyramid schemes, or any other scheme in which people are recruited to make payments to others while expecting to receive payments from people who are recruited below them; child pornography, or any other illegal, offensive or inappropriate content. UNS is required to notify the appropriate authorities if it becomes aware that any End User is engaged in illegal activity such as posting of articles dealing with or depicting child pornography or any practice by which minors are solicited to engage in a sexual act.

F.    Company's Responsibilities. If Company receives notice from UNS that any End User has violated the Terms of Service or has engaged in behavior described in this Section 2, Company shall make best efforts to deny such End User access to the Service. If the Company becomes aware of any End User's breach of the Terms of Service or has engaged in behavior described in this Section 2 prior to UNS providing notice of such to Company, Company shall notify UNS of such and shall, at its own costs, take whatever commercially reasonable measures UNS recommends or requests.

3.     Billing and Payment. Customer agrees to pay the amounts set forth in Exhibit A or in the invoice and subsequent invoices, all of which, unless otherwise indicated on such, will be subject to the terms hereof, if Exhibit A is not completed and attached hereto. Customer agrees to pay UNS pursuant to the terms of the Exhibit A or the invoice if Exhibit A is not completed and attached hereto. UNS may charge its fees and rates to Company pursuant to subsequent invoices to Company. Unless otherwise indicated on such invoices, payments of subsequent invoices will be a reaffirmation by Company of the terms hereof. All fees are exclusive of taxes, VAT or any other duties, all of which the Company shall pay and shall make payments to Highwinds therefor. In the event that Company and/or end users exceed the amount of bandwidth for which Company has paid, UNS shall bill Company for such bandwidth at the then-current rates and Company shall pay all amounts set forth thereunder on the terms specified in the invoice.

4.     Termination.

A.   Termination. Unless otherwise terminated pursuant to the terms hereof, the term of this Agreement shall begin and end on the dates specified in Exhibit A or if there is no Exhibit A completed and attached then on the dates set forth in the invoice. UNS may terminate the Company's and all End Users' access to the Service immediately if UNS is not paid pursuant to the terms of the invoice, Exhibit A and/or subsequent invoices (as applicable) or if Company breaches this agreement and does not cure such breach within five (5) days after notice has been given to Company of such breach. UNS may also terminate the Company's and all End Users' access to the Service if UNS decides, in its sole discretion, to discontinue offering the Service; in which case the Company shall receive a pro-rated amount of its paid but unused fees (if any). Upon termination, UNS may delete all information related to the Company's and End Users' accounts.

B.    Renewal. Unless otherwise terminated as set forth above, the terms hereof shall renew for the renewal periods set forth in Exhibit A or if there is no Exhibit A, then in your invoice.

5.     DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY.

A.   DISCLAIMER OF WARRANTIES. UNS PROVIDES THE SERVICE "AS IS" AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT. UNS DOES NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE SERVICES, AND UNS SHALL NOT BE LIABLE IF THE COMPANY OR ANY END USER IS UNABLE TO ACCESS THE SERVICE. THE COMPANY SHALL NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO THE SERVICE. THE COMPANY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION.

B.    LIMITATION ON LIABILITY. IN NO EVENT SHALL UNS BE LIABLE FOR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA, LOST PROFITS OR LOST BUSINESS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES. UNS LIABILITY TO COMPANY IS LIMITED TO THE AMOUNT OF FEES PAID TO UNS UNDER THIS AGREEMENT IN THE 12 MONTHS PRIOR TO THE ACTION GIVING RISE TO A CLAIM OF LIABILITY.

C.    Indemnification. The Company shall defend and indemnify UNS against all claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys' fees, which UNS may incur as a result of claims in any form relating to: (a) the Company or any End User's use of the Services, (b) the Company's or any End User's acts, omissions or misrepresentations, (c) any claim of intellectual property infringement related to the Company's or any End User's use of the Service, (d) any violation by the Company of any of the terms contained herein, or (e) any violation by any End User of the Terms of Service.

6.     Miscellaneous. UNS may assign or delegate all or a portion of the terms of this Agreement and the Company's account, along with any unused Service due or credit balance at the sole discretion of UNS without prior notice to the Company. Company may not assign or delegate any of the terms of this Agreement without UNS’ prior written consent. When required by this Agreement or by law, UNS shall send notice to the Company via the e-mail address for the Company's contact on record with UNS. The Company is required to keep UNS updated with current information regarding its e-mail address. Any notices sent to the e-mail address of record with UNS will be sufficient notice to the Company. Notice sent to the Company pursuant to these terms shall be deemed received by the Company on the date sent. Except for the terms of any invoice, this Agreement may not be amended except in a writing signed by both parties. This Agreement will be governed by the laws of the State of Georgia, United States of America, as such laws apply to contracts between residents performed entirely within Georgia, United States of America, expressly excluding that body of law known as conflict of laws. Any action or proceeding arising from or relating to this Agreement must be brought in a state or federal court having jurisdiction over Gwinnett County, Georgia, United States of America, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties hereby agree that the United Nations Convention on the International Sale of Goods will not apply to this transaction. English shall be the controlling language of this Agreement. All monetary amounts specified hereunder or in any invoice shall be read to be in United States' dollars. Except as provided in Sections 5(A) & 5(B), the parties' rights and remedies under this Agreement are cumulative. If UNS is forced to bring legal action to enforce this Agreement, UNS will be entitled to receive its attorneys' fees, court costs and other collection expenses, in addition to any other relief it may receive if it is the prevailing party. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If one or more of the provisions of this Agreement for any reason shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not effect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained in this Agreement. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word "including" means "including but not limited to". This Agreement may be executed in counterparts, each of which will be considered an original, but all of which together will constitute the same instrument. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersede any and all prior agreements, oral or written, between the parties prior to this Agreement. No terms, provisions, communications or conditions of any purchase order or other business form or written authorization used by you will have any effect on, or otherwise modify, the rights, duties or obligations of the parties under this Agreement, regardless of any failure of UNS to object to such terms, provisions, or conditions.