EasyStreet Services Agreement

Services Provided. EasyStreet operates an online, computerized interactive information, communication, and transaction system (the "System") which provides access to the Internet. The term "Customer" shall, when the context permits, include Customer's officers, employees, agents and contractors.
No Interference. Customer shall not restrict or inhibit any user of the System, or of another Internet service provider or online service provider, from using and enjoying the System or the Internet. Customer shall not abuse or fraudulently use the System or the Internet in any way.
Content. Customer shall not post or transmit any unlawful, unsolicited, threatening, abusive, libelous, defamatory, profane or illegal material, or material containing blatant expressions of bigotry, racism or hate, or otherwise objectionable information of any kind, including without limitation any transmissions constituting or encouraging conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation, including without limitation United States export control laws and regulations.
No Harmful Transmissions. Customer shall not post or transmit any information or software which contains a virus, worm, cancelbot, trojan horse or other harmful component.
Protected Materials. Customer shall not upload, post, publish, transmit, reproduce, or distribute in any way, information, software or other material obtained through the System which is protected by copyright or other proprietary right or derivative works with respect thereto, without obtaining permission of the copyright owner or rightholder and shall not upload, post, publish, reproduce, transmit or distribute in any way any component of the System itself or derivative works with respect thereto.
Right to Monitor and Control Content. EasyStreet has no obligation to monitor information or material on the System. However, Customer agrees that EasyStreet has the right to monitor the System electronically from time to time and to disclose any information as necessary to satisfy any law, regulation or other governmental request, to operate the System properly, or to protect itself or its users. EasyStreet will not intentionally monitor or disclose any private electronic-mail messages unless required by law. EasyStreet reserves the right (but is not obligated) to refuse to post or to remove any information or materials, in whole or in part, that, in EasyStreet's sole discretion, are unacceptable, undesirable, or in violation of this Agreement.
DISCLAIMER OF WARRANTY. CUSTOMER EXPRESSLY AGREES THAT USE OF THE SERVICES AND THE SYSTEM AND THE MATERIAL THEREIN AND STORAGE OF INFORMATION WHICH APPEARS IN THE SYSTEM IS AT CUSTOMER'S SOLE RISK. NEITHER EASYSTREET NOR ANY OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS OR VENDORS WARRANTS THAT THE SERVICES OR THE SYSTEM WILL BE UNINTERRUPTED OR ERROR FREE OR THAT ANY INFORMATION, SOFTWARE OR OTHER MATERIAL ACCESSIBLE ON THE SYSTEM IS FREE OF VIRUSES, WORMS, CANCELBOTS, TROJAN HORSES OR OTHER HARMFUL COMPONENTS; NOR DOES EASYSTREET OR ANY OF ITS AFFILIATES, CONTRACTORS, EMPLOYEES, AGENTS OR VENDORS MAKE ANY WARRANTY AS TO THE RESULTS TO BE OBTAINED FROM THE SERVICES OR USE OF THE SYSTEM. THE SERVICES AND THE SYSTEM ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE OR NONINFRINGEMENT OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE. NO ADVICE OR INFORMATION GIVEN BY EASYSTREET, ITS CONTRACTORS, AGENTS, AFFILIATES OR VENDORS OR THEIR RESPECTIVE EMPLOYEES SHALL CREATE A WARRANTY.

NEITHER EASYSTREET NOR ITS AFFILIATES, CONTRACTORS, AGENTS, VENDORS OR THEIR RESPECTIVE EMPLOYEES MAKES ANY EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS WHATSOEVER WITH REGARD TO ANY MERCHANDISE, INFORMATION OR SERVICE PROVIDED BY A THIRD PARTY THROUGH THE SYSTEM OR THE INTERNET. IT IS SOLELY CUSTOMER'S RESPONSIBILITY TO EVALUATE THE ACCURACY, COMPLETENESS AND USEFULNESS OF OPINIONS, ADVICE, SERVICES AND OTHER INFORMATION, AND THE QUALITY AND MERCHANTABILITY OF ALL MERCHANDISE PROVIDED BY THIRD PARTIES THROUGH THE SYSTEM OR THE INTERNET.
LIMITATION OF LIABILITY. NEITHER EASYSTREET NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICES OR OPERATING THE SYSTEM SHALL BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, PUNITIVE OR CONSEQUENTIAL DAMAGES CAUSED OR ALLEGEDLY CAUSED BY ANY FAILURE OF PERFORMANCE, ERROR, OMISSION, INTERRUPTION, DELETION, DEFECT, DELAY IN OPERATION OR TRANSMISSION, COMPUTER VIRUS, COMMUNICATIONS LINE FAILURE, THEFT OR DESTRUCTION OR UNAUTHORIZED ACCESS TO, ALTERATION OF, OR USE OF RECORDS, OR OTHERWISE CAUSED OR ALLEGEDLY CAUSED BY USE OF THE SYSTEM OR INABILITY TO USE THE SYSTEM, WHETHER FOR BREACH OF CONTRACT, BREACH OF WARRANTY, TORTIOUS BEHAVIOR, NEGLIGENCE, OR UNDER ANY OTHER CAUSE OF ACTION. NEITHER EASYSTREET NOR ITS AFFILIATES, CONTRACTORS, AGENTS, VENDORS OR THEIR RESPECTIVE EMPLOYEES SHALL BE LIABLE IN ANY WAY FOR ANY DAMAGES THAT RESULT IN ANY WAY FROM CUSTOMER'S RELIANCE ON OR USE OF INFORMATION, SERVICES OR MERCHANDISE PROVIDED ON OR THROUGH THE SYSTEM OR THE INTERNET BY THIRD PARTIES. THE PROVISIONS OF THIS SECTION 8 WILL SURVIVE ANY TERMINATION OF THIS AGREEMENT. CUSTOMER'S SOLE AND EXCLUSIVE REMEDY FOR ANY CAUSE OF ACTION BASED ON THE SUBJECT MATTER OF THIS AGREEMENT IS TO TERMINATE THIS AGREEMENT EFFECTIVE IMMEDIATELY.
Third Party Products and Services. Customer is responsible for providing equipment and services necessary to utilize the System except as set forth in this Agreement. EasyStreet shall provide only the Services set forth in this Agreement and related Business Order Form(s), and EasyStreet is not responsible in any way for information, products, or services provided by third parties, even if advertised or made available through the System or the Internet. Customer agrees to promptly pay any third party vendor for any products or services obtained through the System or the Internet, and to abide by the terms of any agreements Customer enters into through the System or the Internet.
Indemnity. Customer agrees to defend, indemnify and hold EasyStreet, its affiliates, contractors, agents, vendors and their respective employees harmless from any and all liabilities, costs and expenses, including reasonable attorneys' fees, related to or arising from: (a) any violation of this Agreement by Customer, (b) the use of the System or the Internet or the placement or transmission of any message, information, software or other materials on the System or the Internet by Customer, (c) negligent acts or omissions of Customer in connection with the construction, installation, maintenance, presence, use or removal of systems, channels or terminal equipment or software not provided by EasyStreet which are connected or are to be connected to the System; and (d) claims for infringement of patents arising from the use of equipment and software, apparatus and systems not provided by EasyStreet in connection with the Services and the System.
Right to Restrict Access. EasyStreet may deny Customer access to all or part of the System without notice if Customer engages in any conduct or activities that EasyStreet in its sole discretion believes violates any of the terms and conditions in this Agreement. If EasyStreet denies Customer access to the System because of such a violation, the Customer shall have no right (1) to access through EasyStreet any materials stored on the System or the Internet, (2) to obtain any credit(s) otherwise due to Customer, and such credit(s) will be forfeited, (3) to access third party services, merchandise or information on the System or the Internet through EasyStreet, and EasyStreet shall have no obligation to notify any third-party providers of services, merchandise or information nor any responsibility for any consequences resulting from lack of notification.
Security. Access to the System, the Internet, and to certain online transactions involves the use of identification numbers, passwords, charge or debit accounts or other individualized nonpublic information ("Private Documentation"). Customer shall use its best efforts to prevent unauthorized use of the System or of any Private Documentation, and shall promptly report to EasyStreet any suspected unauthorized use or other breach of security. Customer shall be responsible for any unauthorized use of its identification numbers or passwords until EasyStreet receives written notice of a breach of security and a request to block further access for such numbers and passwords. EasyStreet shall not be liable for any unauthorized use of charge, debit or other credit accounts.
Protection of Software. EasyStreet may provide to Customer certain software, including third-party software, for use with the System (the "EasyStreet Software"). All EasyStreet Software provided to Customer, and each revised version thereof, is licensed to Customer only for use in connecting to and using the System. Use or copying for any other purpose is prohibited and is a breach of this Agreement. If Customer receives such EasyStreet Software, Customer will be subject to the terms and conditions set forth in an end user agreement, which is attached hereto and is hereby expressly acknowledged and accepted by Customer. The EasyStreet Software files remain the property of EasyStreet or its vendors at all times. This license to use EasyStreet Software will terminate upon termination of this Agreement. At that time the Customer must return the EasyStreet Software to EasyStreet or destroy it. EasyStreet, or third parties, may provide Customer with additional software that may be used by Customer, subject to the terms of applicable licenses. Customer agrees to abide by the terms of all such software licenses.
Term and Termination. At the time of enrollment, the customer agrees to a payment interval (monthly, quarterly, biyearly, yearly). This Agreement shall remain in effect for that period, and shall be automatically renewed for successive intervals, unless Customer gives written notice of cancellation at least 30 days prior to the end of any interval. EasyStreet shall have the right to terminate this Agreement immediately in the event of a breach of any of its terms by Customer. Either party may terminate the Agreement without cause upon giving 90 days written notice to the other party.
Payment. In consideration of the Services, Customer agrees to pay the agreed upon fees. If credit card information has been provided, EasyStreet is authorized to charge this credit card for all payments due, otherwise EasyStreet will invoice Customer for the Services on a monthly basis, and all amounts due, unless otherwise specified by EasyStreet, are due and payable 30 days from the date of invoice. Amounts not paid when due will bear a late payment charge of 1.5 percent per month or the maximum legal rate, whichever is less.
Entire Agreement; Guidelines. All prior or contemporaneous agreements, contracts, promises, representations, if any, between the parties or their representatives related to the subject matter of this Agreement are merged into this Agreement and the associated Business Order Form(s). These terms and conditions, along with any operating rules or guidelines published over the System by EasyStreet, constitute the entire agreement between EasyStreet and Customer with respect to the Services. No amendment to this Agreement shall be effective unless acknowledged in writing by EasyStreet. Customer agrees to comply with EasyStreet's operating rules and guidelines, which may be amended from time to time at EasyStreet's sole discretion.
Governing Law; Jurisdiction and Venue. This Agreement shall be governed by, and construed in accordance with, the laws of the State of Oregon, exclusive of choice of law rules. VENUE FOR ANY ACTION ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL BE IN MULTNOMAH COUNTY, OREGON. THE PARTIES EACH HEREBY CONSENT TO THE JURISDICTION AND VENUE IN MULTNOMAH COUNTY AND WAIVE ANY OBJECTIONS TO SUCH JURISDICTION AND VENUE.
Enforceability. If any portion of this Agreement is wholly or partially unenforceable, for any reason, such unenforceability shall not affect the balance hereof.
Assignment. Customer may not assign its rights or obligations under this Agreement without the prior written consent of EasyStreet, which consent shall not be unreasonably withheld.
No Waiver. EasyStreet's failure to insist upon or enforce any provision of this agreement shall not be construed as a waiver of any provision or right.
Written Agreement. This Agreement (and any amendments hereto) represent a binding written contract, whether executed by each party on paper or accepted by electronic communication.

Pursuant to Digital Millennium Copyright Act, Title 17 U.S.C. 512(c)(2), EasyStreet Online Services' Designated Agent for receipt of any claims of copyright infringement is John Beaston. EasyStreet Online Services' Designated Agent may be contacted using any method below. Notice of any claimed infringing materials must comply with applicable law.

Mail:
EasyStreet Abuse
EasyStreet Online Services, Inc
9705 SW Sunshine Ct Suite 400
Beaverton, OR 97005

Phone: 503-646-8400
Fax: 503-646-1400

Rev 02/05/2007