TroubleShoppers.net

TroubleShoppers.NET

Terms of Agreement

(Application Service Provider, Hosting and Web Services)

The following Agreement represents the terms and conditions by which you ( SELLER) and TroubleShoppers.NET, LLC, a Florida based company having its business address in 5175 NW 74 Ave, Miami FL 33166 (TroubleShoppers.NET) agree shall be bound if and only if the following conditions are met:
(1) You read and agree to all terms and condition of this Agreement and indicate your acceptance to these terms by choosing “I Agree” at the registration form.
(2) You have provided all information requested of you in the registration form, and your warranty the correctness and truthfulness of this information.
(3) You submit proper payment in accordance to what is stated in the agreement.

This Agreement shall be effective on the date that your register as a SELLER and accepted by TroubleShoppers.NET and you first use the service(s). This date shall be known as the “Effective Date”.

IF YOU DO NOT AGREE TO ALL THE TERMS AND CONDITIONS AS STATED IN THIS AGREEMENT DO NOT REGISTER OR USE ANY OF THE APPLICATION HOSTING SERVICES TroubleShoppers.NET PROVIDES.

1. APPLICATION HOSTING SERVICES

The TroubleShoppers.NETs application hosting services include a wide variety of resources including web sites, web pages, email, domain address and other services operated by TroubleShopper.NET and its affiliates and various other products and services which are provided directly by TroubleShoppers.NET, its affiliates or third party service providers. These products and services will be collectively referred to in these Terms of Services Agreement as the "Services." You, the SELLER must be at least eighteen (18) years old to subscribe to and use any of the SERVICES.

Subject to these terms and conditions and in exchange for a periodic fee as specified, TroubleShoppers.NET will provide to SELLER application hosting services for the application the SELLER shall contract (Application). All this services will be limited and in compliance with the following specifications:

During the term of this Agreement, SELLER will have a limited, revocable, non-transferable and non-exclusive access to use the TroubleShoppers.NET Services and related documentation solely for SELLER's business purposes consistent with the terms and conditions of this Agreement. SELLER will have continuous access to Application via Internet connectivity to compatible Web browsers, subject to the disclaimer provisions stated in this Agreement.

TroubleShoppers.NET will issue, to whom SELLER shall authorize, a user and password login as the SELLER TroubleShoppers.NET system Administrator. SELLER acknowledges and agrees that only this Administrator shall be authorized to bind SELLER in connection with any service provided to SELLER under this Agreement. The Administrator will be responsible of assigning logins and passwords to each remaining Authorized User, and manage the business rules that control each such Authorized User's access to the Application.

The Application will be served from TroubleShoppers.NET's servers co-located at a secure Internet Service Provider (ISP) facility. As part of the service package, TroubleShoppers.NET will provide required initial account setup and administration, and will provide free technical support for the term of this agreement.

TroubleShoppers.NET shall use all commercial efforts to ensure the access to the services is available at all times. Since both parties recognize that the Internet is not owned or controlled by anyone, there may be performance losses or downtimes. Therefore, TroubleShoppers.NET makes no guarantees that any user may access the services at any given time, specially if such access failures are due to: (1) factors outside of TroubleShoppers.NET’s reasonable control; (2) any actions or inactions of SELLER or any third parties not affiliated with TroubleShoppers.NET; (3) SELLER’s equipment and/or third party equipment; (4) third parties software related issues; or (5) scheduled halts for purposes of maintaining or updating the Web Site or the Software.

2. SERVICE FEES AND PAYMENTS AND LIMITATIONS

For now this is a FREE service for SELLERS, donations are and will be accepted.

3. ACCEPTABLE USE

TroubleShoppers.NET provides Services to assist SELLER with the operation of its business. These Services are limited to the SELLER and its employees that are authorized users. SELLER may not sublicense or resell any of TroubleShoppers.NET’s Services to any third parties without the prior written permission of TroubleShoppers.NET. Any attempts to do so would be considered a material breach and grounds for termination of this Agreement. The following constitutes Acceptable Use of the Application Services provided by TroubleShoppers.NET.

SELLER shall use its reasonable efforts to see that each of its Authorized Users will be responsible for the security and/or use of his or her user login, and they will not disclose their user ID and password to any person and shall not allow any other person or entity to use his or her logon identifier.

SELLER should use the services consistent with the assigned business rules, and use the TroubleShoppers.NET’s applications in accordance with the terms and conditions of this Agreement. SELLER will be responsible for advising each Authorized User of his or her obligations under this Agreement and of the license and proprietary restrictions set forth in this Agreement.

SELLER acknowledges that TroubleShoppers.NET reserves the right to deny, suspend, revoke or terminate access in whole or part to the Services provided under this Agreement if TroubleShoppers.NET believes SELLER and/or its Authorized Users are in breach of this Agreement or are otherwise using or accessing the TroubleShoppers.NET Services inconsistent with the terms and conditions of this Agreement.

TroubleShoppers.NET reserves the right, but is not obligated, to monitor or to review materials posted to Web Sites operated as a part of Services provided to SELLER and to monitor SELLER’s compliance with these Terms of Service Agreement. TroubleShoppers.NET reserves the right in its sole discretion to edit, refuse to post or remove any information or materials which violate these Terms of Service or the Additional Terms in whole or in part, without notice at any time.

SELLER acknowledges and agrees that unless expressly stated elsewhere, TroubleShoppers.NET has no proprietary, financial, or other interest in SELLER’s Content, and, therefore, TroubleShoppers.NET does not edit, distribute, market, sublicense, publish, or otherwise provide SELLER’s Content to end users. SELLER is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. SELLER warrants that it owns or has the right to use and offer the Content in the manner in which such Content is offered and will be offered by SELLER during the term of this Agreement.

SELLER acknowledges and agrees that SELLER is solely responsible for ensuring the integrity of its Content. Although TroubleShoppers.NET provides data backup services, SELLER is advised that TroubleShoppers.NET in no way is responsible for any damages resulting from the loss of SELLER’s Content, regardless of the reason for such loss. SELLER is solely responsible for backing-up/archiving its own Content.

TroubleShoppers.NET with the SELLERS authorization will provide to other SELLERS B information about the "Trouble Shoppers" that where reported by you SELLER A. If another SELLER B request information using our Good Shopper Verification System (GSVS) and if some of the information (customer name, address, email or other) submitted by SELLER B matches some or all of the information submitted by SELLER A, SELLER B will be informed that his/her possible customer was reported by another SELLER A.

4. PROHIBITED PRACTICES

TroubleShoppers.NET may, in its sole discretion at any time, without notice to SELLER, and without liability to SELLER, remove from public view, disconnect, or interrupt the Service provided if TroubleShoppers.NET deems in its sole discretion that the SELLER’s Content or any Content under the SELLER responsibility to be offensive or illegal. Also it is considered sufficient cause for termination or interruption of the Service if SELLER is believed to be incurring in one or more of the following prohibited practices:

1. SELLER may not modify, copy, distribute, transmit, display, perform, reproduce, publish, license, create derivative works from, transfer, or sell any information, software, products, services or benefits obtained from the Services provided by TroubleShoppers.NET under this Agreement, except as expressly provided herein.

2. SELLER may not use a name in connection with operating TroubleShoppers.NET’s Services that is confusing or misleading, or otherwise impersonate or deceive anyone with respect to the SELLER’s identity.

3. SELLER may not interfere with or disrupt or help in any way to interfere o disrupt the TroubleShoppers.NET’s Services or servers or any network connected to such Services.

4. SELLER may only this service to share among other SELLERS information about Trouble Shoppers that may had cause economic distress: SELLER is 100% responsable for the information they submit to TroubleShoppers.NET and must present proof about the information submitted when required.

5. SELLER may not use the TroubleShoppers.NET’s Services or the products or services provided through or in connection with these Services to conduct, promote or forward illegal contests, pyramid schemes, chain letters, unsolicited or unauthorized advertising, promotional materials, unsolicited e-mail ( including "spamming") or multi-level or illegal marketing campaigns. Nor may SELLER use TroubleShoppers.NET’s Services to distribute or show Content that allegedly violates the laws of the state where the server resides, is adjudicated to be illegal or sexually explicit, violates the law, rules or regulations of any country or subdivision thereof or Content that is harmful to minors in any way.

6. SELLER may not, through the use of the Services provided by TroubleShoppers.NET publish, post, distribute, disseminate, advertise or link to any software, content or other material protected by intellectual property laws, copyright licenses, rights of privacy or publicity, or other proprietary rights, unless SELLER owns, or controls such rights or has received all necessary consents that allow publication, distribution, or linking of such software and other materials; or software, content or other material that contains viruses, worms, corrupted files, cracks or that may or are intended to damage the operation of or render inoperable another's computer, hardware, software, security measures or system or other programs written to defeat the security measures of any computer, system or programs.

7. TroubleShoppers.NET.Com LLC prohibits the use of TroubleShoppers.NET’s Services or any related services to any company/site or SELLER that engages in any of the following:

To Any company or person that Provides, sells or offers to sell the following products or content (or services related to the same): pornography; escort services; illegal goods; illegal drugs; illegal drug contraband; pirated computer programs; instructions on how to assemble or otherwise make bombs, grenades or other weapons
To Any company or person that provides, sells, or offers to sell or rent any mailing list
To Any company or person that displays material that exploits children, or otherwise exploits children under 18 years of age.
To Any company or person that posts or discloses any personally identifying information or private information about children without their consent (or their parents consent in case of a minor).
To Any company or person that provides material that is grossly offensive, including blatant expressions of bigotry, prejudice, racism, hatred or excessive profanity or post any obscene, lewd, lascivious, filthy, excessively violent, harassing or otherwise objectionable content
To Any company or person that sells or promotes any products or services that are unlawful in the location at which the content is posted or received
To Any company or person that introduces viruses, worms, harmful code and/or Trojan horses on the Internet
To Any company or person that promotes, solicits or participates in pyramid schemes
To Any company or person that engages in any libelous, defamatory, scandalous, threatening, harassing activity
To Any company or person that posts any content that advocates, promotes or otherwise encourages violence against any governments, organizations, groups or individuals or which provides instruction, information or assistance in causing or carrying out such violence. In addition, TroubleShoppers.NET.Com LLc reserves the right to prohibit the use of TroubleShoppers.NET.Com's Tools by any company or site at its sole discretion.
To any company or person that sells goods or services that cannot be legally sold; goods which are misrepresented or witch do not in fact exist; fraudulent goods; goods, services or activities that if sold via any of the TroubleShoppers.NET Services or SELLER's web site would cause TroubleShoppers.NET to violate any law, statute or regulation; or any other illegal activity.

8. SELLER may not use the Services provided by TroubleShoppers.NET or any services rendered under this Agreement to harvest, use or otherwise collect information about any third parties, including but not limited to e-mail addresses, without the express consent of such third parties.

5. TERM AND TERMINATION

The Term of the TroubleShoppers.NET Services Agreement shall begin on the Effective Date, and shall continue for an initial term or period of one month, six months or one year as specified in the order form filled by the SELLER and in the invoice TroubleShoppers.NET sends the SELLER. After the initial term or period has expired this Agreement will be renewed automatically on a month to month basis, unless either Party gives the non-terminating Party Thirty (30) days notice of its election to terminate this Agreement.

SELLER is responsible for all TroubleShoppers.NET Service charges up to and including the day client cancels such Services. To cancel a TroubleShoppers.NET Service the SELLER must send TroubleShoppers.NET a written notice at least 30 days prior to the desired date of cancellation. TroubleShoppers.NET may contact SELLER to confirm such request and a cancellation number will be assign. This number will serve as proof that the site and service has been cancelled. For security purposes, e-mail notice will be disregarded. The SELLER is responsible for all outstanding charges up to the time the cancellation number is issued.

Cancellation of e-commerce software, logistics software or other software applications does not release client from any long term contracts that client might have signed with TroubleShoppers.NET. If client has pre-paid for six months or a year of service, cancellation does not result in a refund.

Neither party will be liable to the other for any termination or expiration of this Agreement in accordance with its terms.

Termination for Breach.- Each Party shall have the right to terminate this Agreement upon thirty (30) days prior written notice if the other Party is in material breach of any term of this Agreement, provided such breach is not cured by the breaching Party within thirty (30) calendar days following the Termination for Breach notification.

Material Breach by Service Provider. - In the event that TroubleShoppers.NET is in default of this Agreement, SELLER may terminate this Agreement by giving TroubleShoppers.NET thirty (30) days prior written notice thereof; provided, however, that this Agreement shall not terminate at the end of said thirty (30) days notice period if TroubleShoppers.NET has cured the breach of which it has been notified prior to the expiration of the thirty (30) days. If Agreement is terminated by cause of material breach by TroubleShoppers.NET, any setup or customization fees paid in advance by the SELLER are to be refunded with the amount prorated to the date of default.

Material Breach by SELLER.- In the event SELLER is in default of this Agreement TroubleShoppers.NET shall have the right to terminate this Agreement by giving SELLER thirty (30) days prior written notice thereof; provided however, that this Agreement shall not terminate at the end the thirty (30) days notice period if SELLER has cured the breach of which it has been notified prior to the expiration of said thirty (30) days.

In the event SELLER is in default of the SELLER Obligations or the Warranties by SELLER, TroubleShoppers.NET may immediately terminate the Services under this Agreement and any one-time fees for setup or customization become non-refundable. Additionally, TroubleShoppers.NET shall have the right, upon written notice to SELLER, to terminate this Agreement if SELLER fails to timely pay TroubleShoppers.NET any amount due to TroubleShoppers.NET under this Agreement or SELLER terminates or suspends its business activities; becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

Following Services activation, in the event of a termination by either party, SELLER shall be obligated for any fees and charges incurred prior to termination. In the event of a termination during the Initial Term, SELLER shall be obligated to pay in addition to the fees mentioned above an amount equal to the monthly recurring service charge multiplied by the number of months remaining on the Initial Term. Termination charges are billed in one lump sum and shall be payable immediately on termination.

Upon the expiration date and non-renewal notice from SELLER to TroubleShoppers.NET or termination of this Agreement: (a) TroubleShoppers.NET will immediately cease providing to the SELLER the Application hosting Service or any services provided under this Agreement; (b) any and all payment obligations of SELLER made under this Agreement will become due immediately; (c) after such expiration or termination, if requested by the SELLER, TroubleShoppers.NET will back up the SELLER's database and ship it to the SELLER's address of record via common parcel service; (d) SELLER will return to TroubleShoppers.NET any and all equipment, software, documentation or other deliverables provided to SELLER by TroubleShoppers.NET including any copies thereof held by SELLER; (e) each party shall return any and all Confidential Information in its possession to the party that disclosed such Confidential Information and provide written verification of same.

Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement.

6. WARRANTIES

Each party warrants and represents to the other party that it has the complete right to enter into and perform its responsibilities under this Agreement.

SELLER Warranties.- By subscribing to any service offered by TroubleShoppers.NET, the SELLER makes the following representations and warranties.

- SELLER has the authority and capacity to enter into this Agreement, perform its obligations under this Agreement and have its authorized user comply with obligations and responsibilities stated in this Agreement

- SELLER warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited.

- Should SELLER receive notice of any claim regarding the TroubleShoppers.NET Services, SELLER will promptly provide TroubleShoppers.NET with a written notice of such claim.

- SELLER represents and warrants that SELLER's data and information used by SELLER in connection with this agreement does not as of the Effective Date, and will not during the term of this Agreement, operate in any manner that would violate any applicable law or regulation.

- SELLER and all SELLER’s authorized users of the Services under this Agreement are at least eighteen (18) years of age.

In the event of any breach, or reasonably anticipated breach, of any of the foregoing warranties, in addition to any other remedies available at law or in equity, TroubleShoppers.NET shall have the right, in its sole discretion, to terminate any or all Services provided to SELLER, without notice at any time.

TroubleShoppers.NET warranties.- TroubleShoppers.NET makes the following representation and warranties:

- TroubleShoppers.NET has the authority to enter into this Agreement, perform its obligations under this Agreement and have all its employees comply with all provisions in this Agreement.

- TroubleShoppers.NET will perform the services required under this Agreement in a professional and workmanlike manner.

- TroubleShoppers.NET will make any reasonable effort to provide the Services contracted with SELLER continuously and as possible without interruptions.

7. DISCLAIMER OF WARRANTIES

YOUR access to and use of the SERVICES, and products and services of SERVICES, is at YOUR own risk. NEITHER TroubleShoppers.NET NOR ITS RESPECTIVE SUPPLIERS MAKE ANY REPRESENTATIONS OR WARRANTIES ABOUT THE CONDITION, SUITABILITY, RELIABILITY, AVAILABILITY, COMPLETENESS, SECURITY, TIMELINESS, OR ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND MATERIALS CONTAINED IN SERVICES FOR ANY PURPOSE. TroubleShoppers.NET’S SERVICES ARE PROVIDED ON AN "AS IS, AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE SET FORTH HEREIN, TroubleShoppers.NET MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE REGARDING OR RELATING TO ANY OF THE SERVICES AND/OR ACCESS TO OR USE OF TroubleShoppers.NET APPLICATION SERVICES PROVIDED TO SELLER UNDER THIS AGREEMENT.

IN NO EVENT SHALL TroubleShoppers.NET BE LIABLE FOR ANY CONSEQUENTIAL, INDIRECT, SPECIAL OR INCIDENTAL DAMAGES, EVEN IF TroubleShoppers.NET HAS BEEN ADVISED BY CLIENT OF THE POSSIBILITY OF SUCH POTENTIAL LOSS OR DAMAGE. IF TroubleShoppers.NET'S SERVICE TO CLIENT IS DISRUPTED OR MALFUNCTIONS FOR ANY REASON, TroubleShoppers.NET SHALL NOT BE RESPONSIBLE FOR LOSSES OF INCOME DUE TO DISRUPTION OF SERVICE, BEYOND THE FEES PAID BY CLIENT TO PROVIDER FOR SERVICES, DURING THE PERIOD OF DISRUPTION OR MALFUNCTION. TroubleShoppers.NET NEITHER ASSUMES NOR AUTHORIZES ANY OTHER PERSON TO ASSUME FOR TroubleShoppers.NET ANY OTHER LIABILITY IN CONNECTION WITH ANY SOFTWARE, APPLICATION OR HOSTING SERVICES PROVIDED UNDER THIS AGREEMENT.

8. LIMITATION OF LIABILITY

TroubleShoppers.NET ASSUMES NO RESPONSIBILITY WITH RESPECT TO SELLER’S OR END USER’S USE OF APPLICATION SERVICES OR ANY SERVICE PROVIDED UNDER THIS AGREEMENT AND SHALL NOT BE LIABLE FOR CONSEQUENTIAL, INCIDENTAL, AND SPECIAL DAMAGES, INCLUDING BUT NOT LIMITED TO LOSS OF USE, BUSINESS INTERRUPTIONS, AND LOSS OF PROFITS, OR INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, EVEN IF TroubleShoppers.NET IS AWARE OF THE POSSIBILITY THEREOF. TroubleShoppers.NET'S LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY SELLER TO TroubleShoppers.NET THROUGH THE DATE TroubleShoppers.NET'S LIABILITY TO SELLER ACCRUES. IN NO EVENT SHALL TroubleShoppers.NET BE LIABLE FOR MORE THAN THE TOTAL FEES ACTUALLY RECEIVED BY IT FROM SELLER FOR THE SERVICES DURING ANY 12-MONTH PERIOD.

SELLER RECOGNIZES AND ACCEPTS THAT the information, software, products, services and other material included in or available through the SERVICES PROVIDED BY TroubleShoppers.NET may not be complete, and may include inaccuracies or errors AND may also be modified, discontinued or deleted from time to time without notice; THEREFORE, TroubleShoppers.NET WILL NOT BE LIABLE UNDER ANY CIRCUNSTANCES FOR DAMAGES FOR LOSS OF USE, DATA, ACCOUNTS, REVENUES OR PROFITS, ARISING OUT OF THE OCURRENCE OF ANY OF THE FOREGOING CONDITIONS.

BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO SELLER. IF SELLER IS DISSATISFIED WITH ANY PORTION OF SERVICES PROVIDED BY TroubleShoppers.NET, OR WITH ANY OF THESE TERMS OF SERVICE, SELLER SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING TroubleShoppers.NET SERVICES AND OTHER RELATED SERVICES AND PRODUCTS.

TroubleShoppers.NET is not involved in any transaction between SELLER and SELLER’s buyer or seller or other third parties with whom SELLER may have transactions through SELLER’s Web site or between SELLER and any user of any products or services offered or provided by SELLER or by a third party through the TroubleShoppers.NET Services. TroubleShoppers.NET is not acting as SELLER’s or any third party's agent in connection with the operation of the TroubleShoppers.NET Services. SELLER is solely responsible for all tasks and duties related to processing its orders or other transactions included but not limited to verifying validity, keeping SELLERs informed, providing SELLERs support and assistance, delivering products to SELLERs, billing SELLERs, collecting payments and remitting to the appropriate authority all taxes (if any) arising from or related to such others or transactions. Consequently, TroubleShoppers.NET cannot and will not be involved in resolving any disputes relating to any completed or uncompleted transactions or the purchase or sale of listed goods or otherwise between SELLER and SELLER’s buyers or suppliers or any other third party.

9. SELLER’S INDEMNIFICATION

SELLER agrees to indemnify, defend (at TroubleShoppers.NET’s sole option and at SELLER's sole expense) and hold harmless TroubleShoppers.NET, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including without limitation claims made by third parties related to any false advertising claims, liability claims for products or services sold by Client, claims for patent, copyright or trademark infringement, and including reasonable attorneys fees, to the extent that such action is based upon a claim arising out of or relating to SELLER's use of and/or access to the TroubleShoppers.NET Services or services provided under this agreement, including but not limited to any claims arising out of the sale or offer for sale of any illegal, infringing, counterfeit products or services or any other misuse of the TroubleShoppers.NET Services by SELLER or its users. SELLER specifically acknowledges that TroubleShoppers.NET shall not be liable to SELLER for losses, if any, incurred as a result of fraudulent or unauthorized misuse of TroubleShopers.NET Services. These obligations will survive termination of SELLER’s relationship with TroubleShoppers.NET or SELLER
use of TroubleShoppers.NET Services.

10. MISCELLANEOUS.-

No Assignment by SELLER.- SELLER may not assign this Agreement without the prior written consent of TroubleShoppers.NET, which TroubleShoppers.NET may refuse in its sole discretion. Any attempt by SELLER to assign this Agreement without prior written permission shall be deemed null and void. TroubleShoppers.NET may assign this Agreement, which shall be effective upon written notice provided to SELLER.

Use of SELLER’s Name and Trademarks.- SELLER hereby grants TroubleShoppers.NET a non-exclusive right and license to use SELLER’s name and such of SELLER’s trade names, trademarks, and service marks as are listed on SELLER’s Content or otherwise provided to TroubleShoppers.NET in connection with this Agreement on TroubleShoppers.NET’s own Web Sites, in printed and online advertising, publicity, directories, newsletters, and updates describing TroubleShoppers.NET’s Services, and in applications reasonably necessary and ancillary to the foregoing. SELLER may use TroubleShoppers.NET’s trade name, trademarks, and service marks in advertising and publicity in conjunction with the offering of SELLER’s Content via TroubleShoppers.NET, provided that SELLER shall submit copy to TroubleShoppers.NET for its prior written approval.

Audit Rights.- TroubleShoppers.NET shall have the right, during the term of this Agreement and for a period of six (6) months thereafter, upon reasonable notice and at reasonable times, to access SELLER's location and files to inspect SELLER's use of the TroubleShoppers.NET Application Services, as well as computers and equipment used in connection therewith. SELLER shall cooperate fully with any such audit or inspection. In the event that any audit shows any misuse, violation or breach of the TroubleShoppers.NET Services or this Agreement, TroubleShoppers.NET shall be entitled to pursue any remedies available to it under this Agreement or otherwise at law or in equity.

Notices.- Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier or fax, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier, in each case addressed, in the case of SELLER, to the address listed in TroubleShoppers.NET's records, or in the case of TroubleShoppers.NET, 5175 NW 74th ave, Miami, Fl 33166.

Point of Contact.- SELLER shall designate a single Point of Contact in the accompanying Order Form. SELLER’s Point of Contact shall have full authority to enter into agreements and make binding decisions on behalf of SELLER. SELLER agrees that TroubleShoppers.NET may rely on representations made by SELLER’s Point of Contact. SELLER may change its Point of Contact at any time by giving written notice to TroubleShoppers.NET in accordance with the notice provisions of this Agreement.

Waiver.- Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of TroubleShoppers.NET and SELLER or SELLER’s Point of Contact. Both parties expressly disclaim the right to claim the enforceability or effectiveness any amendments to this Agreement that are not executed by an authorized representative of TroubleShoppers.NET and SELLER or any oral modifications to this Agreement. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

Severability.- If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless TroubleShoppers.NET in good faith deems the unenforceable provision to be essential to the Agreement, in which case TroubleShoppers.NET will have the right to terminate this Agreement in accordance what is stated in this Agreement.

Governing Law.- Jurisdiction; Dispute Resolution with Third Party Licensors. This Agreement will be interpreted and construed in accordance with the laws of the State of FLORIDA, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in of for the state of Florida. EACH PARTY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR FOR DADE COUNTY 0F FLORIDA.

Security.- SELLER acknowledges accepts that the Internet is not a secure or completely reliable system, and TroubleShoppers.NET will take those precautions TroubleShoppers.NET deems reasonable in its sole discretion to secure SELLER’s Web Site from attack, but TroubleShoppers.NET makes no warranty that there will be no outages or interruptions of service, or that SELLER’s Content will be secure against attack of any form by end users or other third parties.

System and Network Security.- Violations of system or network security are prohibited, and may result in criminal and civil liability. TroubleShoppers.NET may investigate incidents involving such violations and may involve and will cooperate with law enforcement if a criminal violation is suspected. Examples of system or network security violations include, without limitation, the following:

Unauthorized access to or use of data, systems or networks, including any attempt to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without express authorization of the owner of the system or network.
Unauthorized monitoring of data or traffic on any network or system without express authorization of the owner of the system or network.
Interference with service to any user, host or network including, without limitation, mail bombing, flooding, deliberate attempts to overload a system and broadcast attacks.
Forging of any TCP-IP packet header or any part of the header information in an e-mail or a newsgroup posting.

Any violators of the policy are responsible, without limitations, for the cost of labor to clean up and correct any damage done to the operation of the network and business operations supported by the network, and to respond to complaints incurred by TroubleShoppers.NET. Such labor is categorized as emergency security breach recovery and is currently charged at $250 USD per hour required.

IP Addresses.- TroubleShoppers.NET maintains control and ownership of any and all IP numbers and addresses that may be assigned to SELLER for services provided by TroubleShoppers.NET under this agreement and reserves in its sole discretion the right to change or remove any and all IP numbers and addresses, without notice. TroubleShoppers.NET administers the network on which SELLER servers reside. The SELLER cannot use IP addresses, which were not assigned to them by TroubleShoppers.NET staff. Any server found using IP addresses not assigned by TroubleShoppers.NET will be suspended from network access until such time as the IP addresses overlap can be corrected.

Confidential Information.- Each party acknowledges that it will have access to certain confidential information of the other party concerning the other party's business, plans, SELLERs, technology, and products. Each party agrees that it will not use in any way, for its own account or the account of any third party, except as expressly permitted by this Agreement, nor disclose to any third party (except as required by law or to that party's attorneys, accountants and other advisors as reasonably necessary), any of the other party's Confidential Information and will take reasonable precautions to protect the confidentiality of such information. Information will not be deemed Confidential Information hereunder if such information is known to the receiving party prior to receipt from the disclosing party directly or if the information becomes known (independently of disclosure by the disclosing party) to the receiving party directly or indirectly from a source other than one having an obligation of confidentiality to the disclosing party or if the information becomes publicly known or otherwise ceases to be secret or confidential.

Force Majeure.- Neither party shall be liable in any amount for failure to perform any obligation under this Agreement if such failure is caused by the occurrence of any unforeseen contingency beyond the reasonable control of such party including without limitation loss of electrical power, acts of war, acts of God, earthquake, flood, fire, embargo, riot, explosions, sabotage, labor shortage or dispute, governmental act or failure of the Internet.

Service Contract Only.- This is an Agreement only to provide services, for a limited time, and in no way establishes an obligation upon the TroubleShoppers.NET to sell the Application or any modifications to the Application related to the service to the SELLER or to make the Application available to the SELLER beyond the term of the Agreement. The Application is the property of TroubleShoppers.NET and TroubleShoppers.NET retains all intellectual property rights to the Application, or any modifications thereof, or enhancements created as part of services performed on behalf of the SELLER.

Resolution of Disputes.- Any dispute or controversy arising out of or from this Agreement shall be resolved by arbitration in the English language before a single arbitrator in the Miami area, according to the Commercial Rules of Arbitration of the American Arbitration Association. The arbitrator shall apply the internal laws of the State of Florida without regard to that state's conflicts of law rules or the United Nations Convention on the International Sale of Goods which is specifically excluded. Any court of competent jurisdiction may render judgment on, or otherwise enforce, the award so rendered.