Terms Of Use

Engine Room Digital Marketing

The following terms comprise an Agreement between Engine Room Digital Marketing, Inc. and its subsidiary EZ Site Launch Internet Services Ltd. (together the "Company") and the Boys & Girls Clubs of America (B&GCA) member organization ("B&GCA Member Organization ") named in the account registration form for services that the Company is providing under this Agreement.
A separate, agreement between Engine Room Digital Marketing Ltd., and Boys & Girls Clubs of America governs the use of the bgcweb brand, the exclusive template designs it represents, and the access to information needed to validate member organization standing. Boys & Girls Clubs of America is not a party to this agreement and Boys & Girls Clubs of America is not responsible for the Company's or the B&GCA Member Organization obligations under this Agreement.
System Requirements for the use of bgcweb and its associated applications are as follows:

Site Administration:

Internet Connectivity

Windows 9X/2000/XP

Internet Explorer 5.0 & Up

Netscape Navigator 6.0 & Up - Limited Administration Functionality

Apple Mac -Not Supported

Site Viewing:

Internet Connectivity

Windows 9X/2000/XP

Internet Explorer 5.0 & Up

Netscape Navigator 6.0 & Up

Apple Mac OS8X & Up

2. Compliance with the Law

B&GCA Member Organization agrees NOT to use bgcweb to post, transmit, re-transmit, store, or link to material that:

promotes violence or satanic practice
violates any local, state, federal or non-United States law or regulation, including but not limited to those governing:

copyright, trade secret, patent or other intellectual property protection
software licensing
pornography and pornographic related content and merchandising
threat, libel, defamation and other adverse actions against any individual, group or entity (collectively, "Persons")
obscenity and indecency

B&GCA Member Organization agrees to determine the laws or regulations applicable to its use of the bgcweb.

3. Appropriate Use

B&GCA Member Organization and the Company agree to use bgcweb only in a manner consistent with its purpose.

To illustrate, B&GCA Member Organization and the Company agree NOT to use bgcweb services to encourage, effect, or abet:

using, storing, or transferring pirated software, "hacker" programs, archives of "Warez Sites," game rooms or Multi-User Dimensions, Internet Relay Chat Robots, Egg Drop programs, or any sort of illegal software or shareware
introducing viruses, worms, or other malicious programs into Company's networks or servers
accessing data, through monitoring or any other means, that is not addressed to or intended for the B&GCA Member Organization
circumventing user authentication, logging into a Company server or account without express authority, or in any similar way breaching Internet communication
using port scans, flood pings, packet spoofing, forged routing information or any other means of disrupting Internet communication
interfering with or denying service to any user other than B&GCA Member Organization's host (for example, denial of service attack)
using programs, scripts, and commands, message traffic, or any other means to interfere with or disable terminal sessions
altering, removing or in any way modifying or tampering with Company created log files or taking any similar action to circumvent or alter Company monitoring, bandwidth tracking, and utilization analysis
purposely and knowingly furnishing false, invalid, or misleading information to the Company
engaging in any form of unsolicited marketing in violation of applicable law
sending "junk mail," mass advertising, "e-mail spam," any other form of unsolicited commercial e-mail messages (UCE) to parties who have not asked to receive such messages and are not previous or existing B&GCA Member Organization clients

This expressly prohibits:

sending UCE referencing an e-mail address for any domain hosted by the Company

sending UCE referencing a domain hosted by the Company

sending UCE referencing an Internet Protocol address hosted by the Company

posting on Internet Relay Chat, ICQ, or any other public chat system, advertisements that contains an e-mail address

hosted by the Company, a domain hosted by the Company, or an Internet Protocol address belonging to the Company.

The Company will charge B&GCA Member Organization $300.00 for each instance of a verifiable reported UCE and may immediately suspend or terminate bgcweb subscription immediately.

harassing any party by e-mail message language, size, or frequency or by any other means
improperly using mail header information for improper purposes or forging mail header information
soliciting mail for any e-mail address other than a poster's account with the intent to harass or to collect replies
creating or forwarding "chain letters" or other "pyramid schemes" of any type
originating unsolicited e-mail from within the Company networks (or other Internet Service Provider networks) to advertise any service hosted by or connected to the Company's network.

4. Customer Service

Company and B&GCA Member Organization mutually agree that their respective agents will NOT engage in abusive, threatening, obscene or harassing communication during service calls and disputes.

5. Bandwidth Utilization

The Company agrees in good faith to provide unlimited Web capacity to B&GCA Member Organization so long as:

B&GCA Member Organization site uses and stores only information related to the Web site at the Internet Protocol address Company provides
B&GCA Member Organization does NOT use or store Web pages, files or data for other Internet Protocol addresses or domain names at its bgcweb site
B&GCA Member Organization does NOT use its bgcweb site as a repository for file, data or "Warez group" download transfers
B&GCA Member Organization does NOT adversely affect the Company network, its business operations, or its other B&GCA Member Organization relationships by conducting activities not permitted by this Agreement

If the B&GCA Member Organization does not comply with these requirements, the Company may take action needed immediately to restore equitable treatment of all its customers and may cancel B&GCA Member Organization subscription and remove B&GCA Member Organization site from Company servers.

6. Billing and Payments

B&GCA Member Organization agrees:

that the account registration fee is not refundable
that the Agreement renews automatically every 30 days unless B&GCA Member Organization files cancellation notice at least five days before the next renewal date
To avoid paying the next service renewal fee, B&GCA Member Organization must use the online cancellation form to notify the Company of intent to terminate this service Agreement at least five days prior to the next monthly service renewal

That the Company may bill all monies due under this agreement at rates then published in U.S. Dollars to the credit card filed with the Company during registration
that a $35 one-year domain reactivation fee is due after 12 months or when domain expires, whichever comes first.

7. Termination

B&GCA Member Organization agrees that the Company may immediately terminate this agreement and delete B&GCA Member Organization's entire bgcweb site from its hardware when:

B&GCA Member Organization defaults payment of any charges due (has balances past due 90 days or more)
B&GCA Member Organization agrees to be responsible for all costs of collection, including reasonable attorney's fees and court costs, in event of a default for nonpayment of any amounts due the Company.

B&GCA Member Organization breaches any term of this agreement and B&GCA Member Organization fails to cure such breach within a reasonable time after notice of such breach

8. Domain Registration

B&GCA Member Organization agrees to be bound by the terms and conditions of the Uniform Domain Name Dispute Resolution Policy (the "Policy") adopted by the Internet Corporation for Assigned Names and Numbers ("ICANN") and incorporated here by reference (see.www.icann.org/udrp/udrp-rules-24oct99.htm).
B&GCA Member Organization agrees that by permitting the Company to register a domain name through the Company, the B&GCA Member Organization establishes a relationship with the registrar separate from the Company and from this Agreement
B&GCA Member Organization agrees to transfer administrative Domain Name Server control of the domain hosted to the Company, i.e., to permit the Company to update the domain name registration of any domain hosted by the Company to list the Company's domain name servers as the hosting entity. The Company does not provide extended access to its network through non-authoritative Domain Name Server means for any purpose other than initial account setup. B&GCA Member Organization retains all ownership rights to the domain.

9.Technical Support

B&GCA Member Organization agrees that:

the Company cannot provide technical support for any software or script, other than variable name changes, that the B&GCA Member Organization installs
the Company hosts the Web site and supports the use and functionality of this Web application and associated elements, including but not limited to content manager, e-mail and web calendar, both through a toll free number (9am - 5pm EST Monday-Friday) and e-mail (24 hours, 7 days a week).

10. Confidentiality

B&GCA Member Organization and the Company acknowledge that this Agreement may result in shared access to confidential and protected information with value that disclosure to third parties could diminish or that must be protected in accordance with applicable privacy and other personal data and information protection laws and regulations.
B&GCA Member Organization and the Company consequently agree:

that each will reasonably protect the confidential and proprietary information of the other
that neither will use or disclose the confidential and proprietary information of the other it in any way to benefit itself or any third party
that upon termination of this Agreement both will return the confidential and proprietary information of the other or destroy it
that their mutual commitment to the confidential and proprietary information of the other shall survive the termination of the Agreement

11. B&GCA Member Organization Company Relationship

B&GCA Member Organization and the Company acknowledge that this Agreement does NOT create a relationship between Company and B&GCA Member Organization in the nature of a partnership, joint venture, editor/publisher or otherwise. Both parties acknowledge and agree that the Company has no interaction with the data or substance of B&GCA Member Organization's Web Site, except as necessary to maintain the Web Site.

12. B&GCA Member Organization Indemnification of the Company

B&GCA Member Organization agrees to indemnify and hold the Company harmless from any third party lawsuit, claim, charge, or expense, including reasonable attorney fees and costs of defense, for any matter arising from or relating to B&GCA Member Organization use of bgcweb, excluding any third party claims arising as a result of Company's breach of this Agreement, willful misconduct, gross negligence, violation of any law or regulation, including, without limitation, all laws or regulations with respect to privacy and personal data and information, or Company's breach of its confidentiality obligations.

13. Disclaimers

Unless otherwise expressly stated in this agreement, neither the Company nor its employees, agents, resellers third party information providers, merchants licensers or the like, make any warranties, including:

merchantability or fitness for a particular purpose
freedom from error
freedom from loss of data
freedom from service interruption under any circumstance
accuracy
reliability

B&GCA Member Organization agrees that the sole cumulative liability of the Company and all claims made by the B&GCA Member Organization, regardless of form, shall NOT exceed the total amount of all fees and charges paid to the company by the B&GCA Member Organization. The foregoing limitation shall not apply to B&GCA Member Organization's claims arising from Company's willful misconduct, gross negligence, Company's violation of any law or regulation, including, without limitation, all laws or regulations with respect to privacy and personal data and information, or Company's breach of its confidentiality obligations.

14. Legal Jurisdiction

B&GCA Member Organization and the Company agree:

that this Agreement shall be governed in all respects under the laws of the State of New York applicable to contracts made, accepted and performed wholly in New York, without application to principles of conflict of laws
that the sole venue and jurisdiction for any disputes arising from this Agreement shall be the appropriate federal or state court located in the State of New York.