This page last published: February 14, 2009

Terms of Service

1. Order, Acceptance and Service.
1. When Accepted by Hen's Teeth Network ("HTN"), the Order submitted by Customer creates a contract between Customer and HTN, consisting of the Service Agreement, the applicable Service Description(s), the then-current Acceptable Use Policy, and these Terms of Service. An Order is "Accepted" by HTN when HTN confirms the order online or  provides Services in response to the Order.
2. HTN will provide, and Customer will purchase and pay for, the Services specified in the Service Agreement for fees specified in the Service Agreement (the "Service Fees").
3. Customer will not use storage space in excess of the storage limits established for the Services in the Service Descriptions, plus any storage space purchased by Customer. If Customer uses storage space in excess of such amounts, HTN may, without limiting its other rights or remedies, assess Customer additional fees.
4. If Customer's actual bandwidth usage in any month exceeds the limit in the Service Description, Customer will pay HTN such additional fees as may be specified in the Service Description.
2. Fees, Taxes, and Payment.

Customer will pay to HTN the Service Fees in the manner set forth in the Service Agreement. HTN may increase the Service Fees (i) in the manner permitted in the Service Description and (ii) at any time by providing thirty (30) days prior written notice thereof to Customer. The Service Fees do not include any applicable sales tax imposed by any taxing authority. All such taxes will be added to HTN's invoices for the Service Fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid. Any amounts payable to HTN which are not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. If HTN collects any payment through arbitration, litigation or through  a collection agency, Customer will pay all costs of collection, including, without limitation, all court costs and reasonable attorneys' fees. If any check is returned for insufficient funds, HTN may impose a processing charge of $25.

3. Term and Termination.
1. Services will commence on the Service Activation Date indicated in the Service Agreement and continue until terminated in accordance with these Terms of Service.
2. HTN may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the Customer fails to pay when due any amounts required to be paid under this Agreement; (ii) the Customer breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured 30 days after HTN gives written notice thereof to the Customer. The Customer may reactivate an Agreement which has been terminated due to non-payment of any amounts due by paying the amounts due plus the Initial Set Up Fee for each Service within thirty (30) days of termination.
3. HTN may terminate this Agreement if the Customer becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.
4. HTN may immediately terminate this Agreement, without notice, (i) if the Services are prohibited by applicable law, or (2)  become impractical or unfeasible for any technical, legal or regulatory reason,  or (3)  if HTN determines that Customer's use of the Customer Web site or the Customer Content violates the Acceptable Use Policy.   After termination under this portion of the agreement, HTN shall provide written notice to the Customer of the termination and the reasons for the termination.
5. Customer may terminate this Agreement by providing written notice to HTN at least 30 days prior to the date of termination. Customer may terminate this Agreement if HTN breaches any material term or provision of this Agreement and, if capable of cure, such breach remains uncured 30 days after Customer gives written notice thereof to HTN.
6. Upon termination of this Agreement  neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(f), 4, 8, 10, 11, and 13 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the Customer remain liable to HTN for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which HTN may be entitled.
4. Customer's Representations and Warranties.

Customer hereby represents and warrants to HTN, and will ensure that: Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by HTN to pay any fees, residuals, guild payments or other compensation of any kind to any Person; Customer's use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Web site and will use the Customer Web site only for lawful purposes; and Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all pornography, obscene materials, materials designed to engender hate or promote violence, computer viruses, worms, Trojan horses and other malicious code.

5. License to Hen's Teeth Network.

Customer hereby grants to HTN a non-exclusive, royalty-free, worldwide right and license to do the following to the extent necessary in the performance of Services under the Order: digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and make archival or back-up copies of the Customer Content and the Customer Web site. Except for the rights expressly granted above, HTN is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer. Customer grants HTN the right to retain back-up copies of the Customer Content for a reasonable period of time after termination of this Agreement.

6. Hen's Teeth Network's Acceptable Use Policy.

Customer will abide by, and utilize the Services and the Customer Web site only in accordance with, the Acceptable Use Policy ("AUP") that HTN posts on its Web site. Customer shall familiarize itself with the AUP and periodically access HTN's Web site to determine if HTN has made any changes thereto.

7. Customer's Responsibilities.
1. Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.
2. Customer will cooperate fully with HTN in connection with HTN's performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Customer will notify HTN of any change in Customer's mailing address, telephone, e-mail or other contact information.
3. Because the Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by HTN to provide the Hosting Services, as the same may be changed by HTN from time to time. Specifications for the hardware and software used by HTN to provide the Services will be available on HTN's Web site. Customer shall periodically access HTN's Web site to determine if HTN has made any changes thereto. HTN shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by HTN to provide the Services.
4. Unless the applicable Service Description provides otherwise, Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.
5. HTN expects Customers to purchase the level of Hosting Services to meet the needs of their enterprise and/or usage requirements. To assure that HTN'S Hosting Services are reliable and available for all of our customers, Customer's usage of Hosting Services cannot adversely affect other customers. Customer agrees that if a server approaches capacity, Customer's account may be moved to another server, which may change Customer's IP Address or other information. Customer agrees that if Customer's bandwidth and storage space usage adversely affects other customers, HTN may disable, suspend, or terminate your Hosting Services without liability. HTN'S Shared Hosting Services are for web-hosting and e-mail hosting only. Using HTN'S Shared Hosting Services primarily as online storage space for archived electronic files is prohibited.
8. Hen's Teeth Network Intellectual Property.
1. HTN hereby grants to Customer a non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use applicable HTN Technology solely for the purpose of accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from HTN to Customer any HTN Technology, and all rights, titles and interests in and to the HTN Technology shall remain solely with HTN. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the HTN Technology.
2. HTN's trademarks, tradenames, service marks, logos, other names and marks, and related product and service names, design marks and slogans are the sole and exclusive property of HTN. Customer may not use any of the foregoing in any advertising, publicity or in any other commercial manner without the prior written consent of HTN. HTN shall maintain and control ownership of all Internet protocol numbers and addresses that may be assigned by HTN to Customer. HTN may, in its sole discretion, change or remove any and all such Internet protocol numbers and addresses.
3. Any feedback, data, answers, questions, comments, suggestions, ideas or the like which Customer sends to HTN relating to the Services will be treated as being non-confidential and non-proprietary. HTN may use, disclose or publish any ideas, concepts, know-how or techniques contained in such information for any purpose whatsoever.
9. Limited Warranty.
1. The Service Description for some Services may specify a 30 Day, Money Back Guarantee ("Guarantee"). Customer may, at Customer's sole option, request a refund of all fees paid for such Service. The request must made in writing and received by HTN within 30 days of the Service Activation Date. The request must state the reason for the refund request. A Customer may receive no more than one refund for a Service. HTN may refuse to sell and provision a service if, in its sole judgment, it believes that the Customer intends a priori to use the service for less than 30 days and intends a priori to exercise the Guarantee.
2. HTN represents and warrants to Customer that the Services will be performed (i) in a manner consistent with industry standards reasonably applicable to the performance thereof; (ii) at least at the same level of service as provided by HTN generally to its other customers for the same services; and (iii) in compliance in all material respects with the applicable Service Descriptions. Customer will be deemed to have accepted such Services unless Customer notifies HTN within 30 days after performance of any Services of any breach of the foregoing warranties. Customer's sole and exclusive remedy, and HTN's sole obligation, for breach of the foregoing warranties shall be for HTN, at its option, to re-perform the defective Services at no cost to Customer, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue Customer a credit in an amount equal to the current monthly Service Fees pro rated by the number of hours in which the Services have been interrupted.
3. The foregoing warranties shall not apply to performance issues or defects in the Services (i) caused by factors outside of HTN's reasonable control; (ii) that resulted from any actions or inactions of Customer or any third parties; or (iii) that resulted from Customer's equipment or any third-party equipment not within the sole control of HTN.
4. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION 9, HTN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND HTN HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CUSTOMER HEREUNDER IS PROVIDED "AS IS" WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. HTN DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.
10. Limitation of Liability.
1. IN NO EVENT WILL HTN'S LIABILITY IN CONNECTION WITH THE SERVICES OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO HTN BY CUSTOMER DURING THE ONE-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.
2. HTN CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. HTN WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.
3. EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR (EXCEPT AS PROVIDED IN SECTIONS 11 AND 12) FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.
4. The limitations contained in this Section 10 apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 10(c) shall not apply to liability arising on account of a party's breach of Section 13 or to Customer's indemnification obligations under Section 11.
11. Indemnification of Hen's Teeth Network.

Customer shall defend, indemnify and hold harmless HTN, its affiliates and their respective present, former and future officers, directors, employees and agents, and their respective heirs, legal representatives, successors and assigns (collectively the "HTN Indemnitees"), from and against any and all losses, damages, costs, liabilities and expenses (including, without limitation, amounts paid in settlement and reasonable attorneys' fees) which any of the HTN Indemnitees may suffer, incur or sustain resulting from or arising out of (i) Customer's breach of any representation, warranty, or covenant contained in the Agreement, (ii) the Customer Content, the Customer Web site or any End User's use of the Customer Content or the Customer Web site, (iii) violation by Customer or any of its officers, directors, employees or agents of the Acceptable Use Policy or any applicable law, (iv) claims or actions of third parties alleging misappropriation of trade secrets or infringement of patents, copyrights, trademarks or other intellectual property rights arising from the use, display or publication of Customer's domain names, the Customer Web site, the Customer Content, or the use of the Services in combination with hardware, software or content not provided by HTN, (v) claims or actions by third parties relating to or arising out of Customer's use of the Services, and (vi) any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware or software used by HTN to provide the Services, including any damage to HTN's servers or other hardware caused thereby.

12. Indemnification of Customer.
1. Subject to Section 10, HTN shall, at its own expense, indemnify, defend and hold Customer harmless from any claim or suit alleging that the Services infringe any United States patent, copyright or trademark existing on the Service Activation Date, or that HTN has knowingly misappropriated any trade secret or other intellectual property right of any other Person, including any losses, damages or expenses arising from any such claim or suit. Customer agrees to cooperate with and assist HTN in the defense or settlement of any such claim or suit. Customer shall be reimbursed for all reasonable out-of-pocket expenses incurred in providing any cooperation or assistance requested by HTN, but HTN will not be liable for any costs or expenses incurred without its prior written authorization.
2. Promptly after receipt by Customer of a threat of any claim or suit, or a notice of the commencement or filing of any claim or suit, against which Customer may be indemnified hereunder, Customer shall give written notice thereof to HTN, provided that failure to give or delay in giving such notice to HTN shall not relieve HTN of any liability it may have to Customer hereunder, except to the extent that the defense of such claim or suit is prejudiced thereby. HTN shall have sole control of the defense, and of all negotiations for settlement, of such claim or suit. Subject to the foregoing, Customer may participate in the defense of any such claim or suit at Customer's own expense.
3. If an injunction, decree or judgment is, or HTN believes in its sole discretion is likely to be, entered providing that Customer may not use the Services as contemplated in this Agreement without violating the intellectual property rights of a third party, HTN may, at its sole option and expense, either (i) procure for Customer the right to use the Services or affected part thereof as provided in this Agreement; (ii) replace the Services or affected part thereof with other non-infringing services or modify the Services or affected part thereof so as to be non-infringing; or (iii) terminate this Agreement upon written notice to Customer.
4. Notwithstanding Section 12(a), HTN assumes no liability for infringement claims arising from (i) use of the Services with third-party products or services where the third-party products or services cause the infringement, (ii) any modification of the Services not authorized by HTN in writing, (iii) the Customer Content, the Customer Web site or any content, data or information provided or supplied by an End User, or (iv) Customer's use of any third-party software provided hereunder. THE FOREGOING DEFENSE AND INDEMNIFICATION PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATION OF HTN, AND THE EXCLUSIVE REMEDY OF CUSTOMER, WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHT BY THE SERVICES PROVIDED HEREUNDER.
13. Confidentiality; Non-Solicitation.
1. Each party will not, without the prior written consent of the other party, use or disclose to any Person any Proprietary Information of the other party disclosed or made available to it, except for use of such Proprietary Information as required in connection with the performance of its obligations or use of the Services hereunder. Subject to Section 13(b), each party will (i) treat the Proprietary Information of the other party as secret and confidential, (ii) limit access to the Proprietary Information of the party to those of its employees who require it in order to effectuate the purposes of this Agreement, and (iii) not disclose the Proprietary Information of the other party to any other Person without the prior written consent of the other party.
2. Notwithstanding Section 13(a), the following shall not be considered Proprietary Information: (i) any information that the receiving party can demonstrate by written documentation was within its legitimate possession prior to the time of disclosure by the disclosing party; (ii) any information that was in the public domain prior to disclosure by the disclosing party as evidenced by documents that were published prior to such disclosure; (iii) any information that, after disclosure by the disclosing party, comes into the public domain through no fault of the receiving party, (iv) any information that is disclosed to the receiving party without restriction by a third party who has legitimate possession thereof and the legal right to make such disclosure; or (v) any information that, two years after expiration or termination of this Agreement, does not constitute a trade secret under applicable law.
3. Each party acknowledges that disclosure of any aspect of the Proprietary Information of the other party shall immediately give rise to continuing irreparable injury to the other party inadequately compensable in damages at law, and, without prejudice to any other remedy available to the other party, shall entitle the other party to injunctive or other equitable relief. Upon expiration or termination of this Agreement for any reason, each party shall promptly return to the other party all Proprietary Information of the other party (including all copies thereof) in its possession or control. Notwithstanding the foregoing, neither party shall be required to destroy reasonable back-up tapes or other media.
4. During the term of this Agreement and for two years following expiration or termination of this Agreement, Customer will not, directly or indirectly, solicit or recruit the services of any employee of HTN performing services under this Agreement, while such employee is employed by HTN and for a period of six months after such employee has left the employment of HTN.
14. Miscellaneous.
1. Independent Contractor. HTN and Customer are independent contractors and nothing contained in this Agreement places HTN and Customer in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.
2. Governing Law; Arbitration of Disputes, Jurisdiction. The validity and effect of this Agreement shall be governed by and construed and enforced in accordance with the laws of the State of Missouri, without regard to its conflicts of laws principles. The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement.  ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS AGREEMENT OR THE BREACH THEREOF SHALL BE SETTLED BY ARBITRATION IN ACCORDANCE WITH THE RULES OF THE AMERICAN ARBITRATION ASSOCIATION.  JUDGEMENT UPON THE AWARD RENDERED BY THE ARBITRATOR MAY BE ENTERED AND ENFORCEABLE IN ANY COURT HAVING JURISDICTION THEROF AS AGREED UPON HEREIN. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A MISSOURI STATE COURT LOCATED IN SAINT CHARLES COUNTY, MISSOURI, OR IN THE UNITED STATES DISTRICT COURT EASTERN DISTRICT OF MISSOURI, EASTERN DIVISION. EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.
3. Headings. The headings herein are for convenience only and are not part of this Agreement.
4. Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Customer or HTN, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Customer and HTN. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by HTN in its sole discretion, which modifications will be effective upon posting to HTN's Web site.
5. Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.
6. Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers of the parties. HTN's address and facsimile number are:
   
   Hen's Teeth Network, Inc.
   PO Box 903
   St. Peters, MO 63376-0016
   
   Customer's address and facsimile number appear on the Service Agreement. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. Shared Customers may be given notice by electronic means in certain circumstances as provided in the Service Description.
7. Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.
8. Assignment; Successors. Customer may not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of HTN, which shall not be unreasonably withheld. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. HTN may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.
9. Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, HTN's records of such execution shall be presumed accurate unless proven otherwise.
10. Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party's reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, interruptions of transportation or communications, acts of war, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.
11. No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Customer acknowledges and agrees that any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Customer as if it were a party to this Agreement.
12. Government Regulations. Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.
13. Marketing. Customer agrees that during the term of this Agreement HTN may publicly refer to Customer, orally and in writing, as a customer of HTN. Any other public reference to Customer by HTN requires the written consent of Customer.
15. Definitions. For purposes of this Agreement, the following terms have the meanings specified below:
1. "Agreement" means each contract created between HTN and Customer for the provision of Services consisting of the Service Agreement, the application Service Description(s), the then-current Acceptable Use Policy, and these Terms of Service.
2. "Customer Content" means all data, graphics, text, names, marks, logos, hypertext links to other Web sites and other information incorporated in, transmitted through or published or displayed on the Customer Web site.
3. "Customer Web site" means Customer's site on the World Wide Web portion of the Internet that HTN hosts under this Agreement.
4. "End User" means any Person who accesses or uses the Customer Web site via the Internet.
5. "HTN Technology" means HTN's proprietary technology, including, without limitation, HTN services, software tools, hardware designs, algorithms, software (in source code and object code forms), user interface designs, architecture, class libraries, objects and documentation (both printed and electronic), network designs, know-how, trade secrets and any related intellectual property rights throughout the world (whether owned by HTN or licensed to HTN from a third party), and also including any derivatives, improvements, enhancements, updates, modifications or extensions of HTN Technology conceived, reduced to practice or developed during the term of this Agreement by either party.
6. "Person" means any individual, partnership, joint venture, corporation, limited liability company, trust, unincorporated association or organization, or government or any agency or political subdivision thereof.
7. "Proprietary Information" means all technical, business and other information of a party (i) that is not generally known to the public, (ii) that derives value, economic or otherwise, from not being generally known to the public or to other Persons who can obtain value from its disclosure or use, and (iii) which information is subject to efforts that are reasonable under the circumstances to maintain the secrecy thereof.
8. "Order" means the Order submitted by the Customer to HTN for Services, whether such Order is submitted online through HTN's Web site or on a written form such as a Service Agreement.
9. "Terms of Service" means these Terms of Service, as the same may be modified, altered or amended from time to time by HTN.
10. "Service" means the Service provided by HTN in response to an Order whereby HTN provides the Customer with specified connectivity, storage space and bandwidth for the hosting of a Customer Web site as more particularly described in the applicable Service Description.
11. "Service Description" means the applicable documents made available by HTN to Customer to describe the applicable Services at the time the Order is accepted by HTN.

17.  Severability.

If any clause or provision herein shall be adjudged invalid or unenforceable by a court of competent jurisdiction or by operation of any applicable law, it shall not affect the validity of any other clause or provision, which shall remain in full force and effect.