Terms of Services

Scope and Definitions

This Agreement establishes the terms by which Net Sales Solutions, Inc., a Georgia corporation, will provide User with access to the eProspector Internet service.  If User accepts the terms of this Agreement, User will be entering into a contractual relationship solely with Net Sales Solutions, Inc. and not with any other organization.

Net Sales Solutions, Inc. developed eProspector to provide an automated prospecting service for small businesses.

As used herein the following terms shall have the following meanings:

"Content" means information, communications, software, photos, video, graphics, music, sounds and other material and services, collectively;

"Net Sales Solutions" means Net Sales Solutions, Inc., its assignees, licensees, successors and/or the eProspector service operated by Net Sales Solutions or its affiliates;

"Notice" shall mean written notice provided by e-mail or as a notice on the Net Sales Solutions home page;

"Terms of Service" means all of the terms and conditions set out in this Agreement and the Online Privacy Policy, which may be changed at the sole discretion of Net Sales Solutions from time to time;

"User" means the individual or other person who is registering for access to Net Sales Solutions under the terms of this Agreement.

Registration

A.  By registering for eProspector, the User accepts all of the terms of these Terms of Service.  The User's use of Net Sales Solutions will constitute the User's acceptance of all of such Terms of Service.  If User does not agree to these Terms of Service, User should not register for Net Sales Solutions.  The Terms of Service for User's continued use of Net Sales Solutions will be available through a link at the bottom of each page.   Please check this area before using Net Sales Solutions whenever a change has been indicated.  Net Sales Solutions will provide Users notice of any change(s) to the Terms of Service by posting a notice of the change(s) on its home page.  If User does not agree to these changes in the Terms of Service as they may occur, User should arrange to terminate User's registration with Net Sales Solutions immediately by (i) notifying Net Sales Solutions of User's unwillingness to accept the changes to the Terms of Service and (ii) discontinuing User's use of Net Sales Solutions.  User's continued use of Net Sales Solutions after such changes in the Terms of Service will signify User's acceptance of the change in the terms and conditions.

B.  By the User's registration for eProspector through the online registration process, the User verifies that the information provided is accurate and correct to the best of the User's knowledge.

C.  Net Sales Solutions will maintain a record of User's acceptance of these terms and conditions.  User should understand that User's use of eProspector will, at all times, be subject to and pursuant to this agreement.

D.  The User hereby acknowledges that the User is entering into a contractual relationship solely with Net Sales Solutions and not with the business service providers and distribution partners affiliated with Net Sales Solutions services.

General Provisions

A.  Use of eProspector is licensed, not sold, to Users for use only under the terms contained herein, and Net Sales Solutions reserves any rights not expressly granted to Users.  The User acknowledges that the User may not sublicense, transfer, sell or assign this license without our approval.  Any attempt to sublicense, transfer, sell or assign the license is void.

B.  In connection with the registration of the User that is accepted by Net Sales Solutions, Net Sales Solutions will issue to User an account with Net Sales Solutions relating to the User's use of eProspector.  Only the User shall be permitted to use eProspector.  Any use of eProspector by a third party (e.g. friend, colleague) shall be deemed to be a violation of these Terms of Service; and Net Sales Solutions, at its sole discretion, may terminate these Terms of Service and access to eProspector with respect to the User that permitted such third-party use.  All provisions of the Terms of Service apply to all accounts, sub-accounts, and alternate aliases associated with the User's account.  Each User is responsible for the use of his or her account(s) under any alias on that account, and for ensuring full compliance by the User of that account with these Terms of Service.

C.  The User is responsible for obtaining and maintaining all equipment necessary to connect to eProspector.  The User is also required to provide his or her own Internet access through an Internet Access Provider and a World Wide Web Browser, specifically Microsoft Internet Explorer.

D.  The User agrees to use eProspector in a manner consistent with any and all applicable laws and regulations, especially including the new Federal Can Spam Act of 2003.  Net Sales Solutions, Inc. hereby certifies that we are in compliance of said law as we and our legal counsel understand it.

E.  Net Sales Solutions may use or disclose certain information regarding the User, which use or disclosure shall be limited as set forth in the Privacy Policy.  The User may restrict Net Sales Solutions' use or disclosure of all information regarding the User except that information provided by the User to Net Sales Solutions in connection with the User's registration for eProspector.  In addition, information regarding a User's credit card number(s) and bank account number(s) which the User supplies to Net Sales Solutions will be used or disclosed only for the purposes for which such information was collected, or as required by law.  The Users' addresses, phone numbers and other relevant information will be provided to information providers, service providers and merchants for the purposes for which such information was collected.

F.  No User shall use any other User's information, personal or otherwise, for any commercial purpose or to obtain direct financial gain (e.g. mass marketing).  Any such use shall be deemed to be a violation of these Terms of Service; and Net Sales Solutions, at its sole discretion, may terminate these Terms of Service and access to eProspector with respect to any User that uses such information for a commercial purpose or to obtain direct financial gain.

Fees

User agrees to pay all fees for the Net Sales Solutions services the User uses.

Period of Service

Access to eProspector will become effective upon the User's registration eProspector and Net Sales Solutions' acceptance of this registration.  The User's access to eProspector will continue until terminated as described elsewhere in these Terms of Service.

Termination

A.  This license and the right to access eProspector will terminate upon termination of these Terms of Service.

B.  These Terms of Service and a User's access to, and use of, eProspector may be terminated at any time, and without cause, by the User or Net Sales Solutions sending Notice to the other party.  If terminated by Net Sales Solutions without cause, Net Sales Solutions will refund the User’s license fees.  The User is liable for any charges incurred by them until the effective date of such termination.  Termination of these Terms of Service by Net Sales Solutions will be effective on the day that Net Sales Solutions gives Notice of such termination to the User.

C.  Net Sales Solutions reserves the right, at its sole discretion, to immediately, without notice suspend or terminate these Terms of Service and a User's access to and use of eProspector upon any breach of the Terms of Service by the User.

Proprietary Rights

1. Net Sales Solutions acknowledges that all User content in the Message Questionnaire, Attachment Library, and other areas, as well as data, are owned by the User and are available to them via email transfer upon termination, cancellation, or other deactivated use of eProspector.  All said content and data are only to be used by Net Sales Solutions within User guidelines and approval for their own internal use and use among Affiliates.  However, this does not apply to non-specific, industry, or publicly common information beyond User company, product, or service descriptions. 

Third Party Services

A.  The User may order services or merchandise through the Net Sales Solutions service from other persons not affiliated with Net Sales Solutions ("Seller").  All matters concerning the merchandise and services desired from Seller, including but not limited to purchase terms, payment terms, warranties, guarantees, maintenance and delivery, are solely between Seller and the User.  Net Sales Solutions makes no warranties or representations whatsoever with regard to any goods or services provided by Sellers.  The User will not consider Net Sales Solutions nor will Net Sales Solutions be construed as a party to such transactions, whether or not Net Sales Solutions may have received some form of revenue or other remuneration in connection with the transaction or be liable for any costs or damages arising out of, either directly or indirectly, the User or any other person involved with or related to the transaction.

B.  Net Sales Solutions may include special routing icons which may be located within eProspector or the Net Sales Solutions Web site, the activation of which will allow the User to access and learn more about Net Sales Solutions and other services provided by Net Sales Solutions, its affiliates, or other persons.  When the User accesses any of these services, the User's rights and obligations will be governed by the agreements and policies relating to the use of the services.

C.  Net Sales Solutions provides its services on an as-is basis, without warranty of any kind, express or implied, including, without limitation, any warrant for information, services or products provided through or in connection with Net Sales Solutions.  Net Sales Solutions specifically disclaims (i) any warranty of merchantability or fitness, where applicable, and (ii) any warranties concerning the availability, accuracy or content of information, products or services.  This disclaimer of liability applies to any damages or injury caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation or transmission, computer virus, communication line failure, theft or destruction or unauthorized access to, alteration of, or use of record, whether for breach of contract, tortious behavior, negligence, or under any other cause of action.

D.  Net Sales Solutions acknowledges that its Users will be posting personal information on Net Sales Solutions and hereby disclaim any responsibility for the use or misuse of such information by a User that violates any law or the personal privacy of any other User.

E.  Net Sales Solutions is not the publisher or author of any works posted by Users.  Net Sales Solutions does not approve or edit any Content posted by Users.  Net Sales Solutions disclaims all copyright and other rights in such works and all responsibility for them.  Net Sales Solutions will archive postings for the purpose of providing useful or important information to its members on an ongoing basis.  Such archives will also be used to minimize system downtime in the event of a malfunction.  By posting on Net Sales Solutions, User is giving Net Sales Solutions permission to copy and/or store User postings for these purposes.

F.  Net Sales Solutions cannot promise, and will not be deemed to promise that its hardware or software will function flawlessly.  Net Sales Solutions fully intends to keep its system functional at all times.  However, in the event that, due to circumstances beyond Net Sales Solutions' control, Net Sales Solutions' services malfunction or become unavailable to all or some members, Net Sales Solutions will not be liable for any direct, consequential or incidental damages, whether foreseeable or not, which may result from such unavailability or malfunction, except that Net Sales Solutions may, in its sole discretion, choose to credit members' accounts for such interruptions of service.

G.  If User downloads any software or otherwise executable files from Net Sales Solutions, Net Sales Solutions is not responsible for any direct, consequential or incidental damages caused by such software or files.

H.  Net Sales Solutions is not responsible for the Content on the Internet or World Wide Web pages that are contained outside Net Sales Solutions' site.  As a convenience to our members, Net Sales Solutions provides links to many resources that are beyond our control.  Net Sales Solutions makes no representations as to the quality, suitability, functionality or legality of any sites to which it may provide links, and User hereby waives any claim User may have against Net Sales Solutions with respect to such sites.

I.  By permitting classified and personal advertising, Net Sales Solutions makes no warranties or representations of any kind as to the accuracy of the Content or suitability of the subject matter of any such advertisement.  Net Sales Solutions specifically disclaims liability for direct, consequential or incidental damages arising from such advertisements.  By posting a personal or classified advertisement on Net Sales Solutions, User promises that the Content of User's advertisement is true, and that User will indemnify Net Sales Solutions against any claims that may arise from User's advertisements. By responding to a classified or personal advertisement on Net Sales Solutions, User waives any claims against Net Sales Solutions for damages arising from such advertisement or User's reliance upon statements in such advertisement.

Indemnity

At Net Sales Solutions' request, the User agrees to defend, indemnify and to hold harmless Net Sales Solutions, its officers, directors and employees from any claims arising from the User's use of Net Sales Solutions or the User's breach of the Terms of Service, including, without limitation, claims of copyright infringement, patent infringement, misappropriation of trade secrets, libel, slander, trade libel, defamation, harassment, invasion of privacy or fraud.  The User agrees to hold Net Sales Solutions harmless from any claims and expenses, including reasonable attorney's fees and court costs, related to User's violation of the Terms of Service, including any information, software or other Content placed on Net Sales Solutions’ eProspector service or Web site, by the User.

Normal System Maintenance Times

Occasionally Net Sales Solutions will not be available for use by Users.  Although Net Sales Solutions' policy is to minimize the amount of time it may spend upgrading and maintaining the Net Sales Solutions site, Net Sales Solutions reserves the right to take the Net Sales Solutions site down at any time if required.  Currently, eProspector service is planned to be unavailable from the hours of midnight to 5:00 AM on Sundays.  Standard database maintenance and other security, upgrade, and other protection activities will be conducted during that time period.

Other Provisions

A.  In the event that any provision of the Terms of Service conflicts with the law under which the Terms of Service is to be construed or if any such provisions are held invalid by a court with jurisdiction over the parties to the Terms of Service, such provision will be deemed to be restated to reflect as nearly as possible the original intentions of the parties in accordance with applicable law, and the remainder of this Agreement will remain in full force and effect.

B.  The Terms of Service will be interpreted, construed and enforced in all respects in accordance with the laws of the State of Georgia (without regard to provisions of conflicts of laws).  Each party irrevocably consents to the jurisdiction of the courts in Georgia, and the federal courts situated in Georgia in connection with any action to enforce the provisions of the Terms of Service, to recover damages or other relief for breach or default under the Terms of Service, or otherwise arising under or by reason of the Terms of Service.

C.  Notices to be provided under the terms of these Terms of Service will, except as otherwise expressly provided herein, be delivered by either party hereto by certified mail return receipt requested or Net Sales Solutions may deliver such notice by e-mail through eProspector or our Web site.  All such notices will be deemed delivered when the notice is placed in the US Mail, or in the case of an e-mail by Net Sales Solutions, upon the User's accessing eProspector.

D.  The failure of either party to insist upon or enforce strict performance by the other party of any provision of the Terms of Service or to exercise any right under the Terms of Service will not be construed as a waiver or relinquishment to any extent of such party's right to assert or rely upon any such provision or right in that or any other instance; rather, the same will be and remain in full force and effect.

E.  Net Sales Solutions may assign its rights and obligations under these Terms of Service and upon such assignment Net Sales Solutions will be relieved of any further obligation hereunder.

F.  The User represents to Net Sales Solutions that the User has the authority to accept Net Sales Solutions according to these Terms of Service.

G.  These Terms of Service constitute the entire understanding between the parties as to the subject matter hereof, and supersede all prior agreements and understandings.   Any legally unenforceable provision of these Terms of Service will, at the election of Net Sales Solutions, be deleted or modified to correct the defect and, regardless, the remainder of the terms of these Terms of Service will remain valid and enforceable.  The User is responsible for all expenses incurred to connect to eProspector including all Internet access charges and telephone charges for connecting with or using eProspector.

H.  Net Sales Solutions reserves the right to charge fees, surcharges, and membership fees at any time upon 30 (thirty) days prior Notice to the User.

I.  The User may not place orders, or attempt to pay for eProspector or other Net Sales Solutions services using any expired, false or unauthorized credit card, or false or unauthorized bank or financial institution information.

J.  The User must promptly inform Net Sales Solutions of (i) changes in the expiration date of any credit card they use in connection with Net Sales Solutions, (ii) any changes to the bank or financial institution account they use in connection with Net Sales Solutions, (iii) changes in the User's home or billing address, and (iv) apparent breaches of security, such as loss, theft, or unauthorized disclosure of use of a credit card, bank or financial institution account, ID or password.

K.  Until Net Sales Solutions receives Notice of a breach of security; the User will remain liable for any unauthorized use of their Net Sales Solutions account.  The User is responsible for all charges at the time the service is used.

L.  Net Sales Solutions reserves the right to suspend access to eProspector for the User's account(s) immediately, without Notice, upon rejection of any credit card charges, non-payment by the User's bank or financial institution of authorized charges or any other indication of credit problems.

M.  Net Sales Solutions will bill User annually in advance for User fees and other services contracted for through Net Sales Solutions and Affiliates or Partners.  Bill detail will be sent via e-mail to User whenever possible, or by US Mail when necessary.  Net Sales Solutions will include bill detail sufficient for User and provides a reconciliation avenue for User to verify charges were billed correctly.  Net Sales Solutions maintains a customer service staff for questions and issues arising from billing concerns or discrepancies. 

N.  Net Sales Solutions does not currently charge for customer service or technical support and will not charge for said service or support during the first year of eProspector use by User.  Net Sales Solutions reserves the right and may at our sole discretion implement a customer service or technical support fee structure after the first year of use by User.  Net Sales Solutions will make this determination based upon excessive service or support abuse, industry trends, and financial circumstances relating to service and support.  Net Sales Solutions will provide at least 30 days notice prior to any decision to bill for service and support and will provide said notice via e-mail to User or via posting within eProspector or on our Web site.

Online Conduct Policies

These online conduct policies (collectively, the "Online Conduct Policy") are complementary to and are incorporated as part of the Terms of Service of the Agreement.  Definitions used in the Agreement are incorporated herein, as applicable.

The User's use of eProspector will be governed by the following rules of conduct:

A.  Any action by a User that, in Net Sales Solutions' sole opinion restricts or inhibits other Users from using and enjoying eProspector (such as but not limited to, the use of vulgar, profane or otherwise offensive language; inappropriate aliases; committing or discussing with the intention to commit illegal activities) is strictly prohibited.  The User specifically agrees not to submit, publish, or display on eProspector or our Web site any defamatory, inaccurate, abusive, obscene, profane, sexually oriented, threatening, racially offensive, or illegal material; nor will the User encourage the use of controlled substances.  Transmission of material, information or software in violation of any local, state or federal law is prohibited and is a breach of the Terms of Service.  The User specifically agrees not to upload, post or reproduce in any manner any materials protected by copyright without the permission of the copyright owner.

B.  The User specifically agrees to indemnify Net Sales Solutions for any losses, costs, or damages, including reasonable attorneys' fees incurred by Net Sales Solutions and relating to, or arising out of, any breach of this Online Conduct Policy or other Terms of Service by the User.

C.  This eProspector and other Net Sales Solutions’ services are to be used by the User for his/her personal or business use only.  Commercial uses of eProspector, other than the use of bulletin boards that may be made available for legal and appropriate messages, are strictly prohibited unless prior written consent from Net Sales Solutions has been granted.

D.  Net Sales Solutions, at its sole discretion, may remove messages deemed to be unacceptable or in violation of the Terms of Service.  Net Sales Solutions, at its sole discretion, further reserves the right to immediately terminate, without Notice, a User who misuses any of the public areas of eProspector or our Web site, including, without limitation classifieds, threaded discussions or chat.

E.  Vulgarity/Profanity and Offensive Language: The Net Sales Solutions service is a community-oriented service.  As such, our goal is to provide a useful and enjoyable place for all Users.  Using vulgar, profane or offensive language is not allowed in public areas such as public chat rooms, classifieds, or discussion folders.  If User uses vulgar, profane or offensive language online, even if masked by symbols or other characters, User's access may be terminated.