Term
This Agreement shall be for the a term of ninety days from date of activation and will be automatically renewed, at the end of the Initial Term, on a month to month basis unless either party provides thirty (30) days written notice to the other of termination of this Agreement prior to the end of the then current term. The Initial Term and all month to month extensions thereof are collectively referred to herein as the "Term" of this Agreement.

Billing and Payment

Fees: During the term of this Agreement, Customer shall pay the fees for the Services provided . Such fees may include taxes, fees or assessments by governmental agencies and Trine Commerce Systems, Inc. shall have the right, at any time, to pass through and invoice to Customer any new or increased taxes, fees, assessments or other charges imposed on or required to be collected by Trine Commerce Systems, Inc. by any governmental agency. Customer shall also be responsible for paying all taxes, fees or assessments and other charges imposed on Customer by any governmental agency that may result from this Agreement, or any of the activities contemplated hereunder.

Terms Of Payment: Invoices are due and payable upon receipt of the monthly e-mail notice of billing. All payments shall be made by ACH deduction from the customer's checking account.

Service Continuation after Initial Term: The fees set forth in application are guaranteed during the Initial Term of this Agreement. If Customer continues to receive the Services after the Initial Term without entering into a new agreement or agreement extension, the fees charged after the Initial Term shall be at the then standard Trine Commerce Systems, Inc. rates for such services, without discount, determined month to month.

Suspension or Interruption of Service for Non-Payment: In the event Customer's checking account becomes insufficient to accept the monthly service fee ACH draft, or is otherwise deemed insecure, Trine Commerce Systems, Inc. may, in its sole discretion, suspend, interrupt or disconnect the Services. In the event of such suspension, interruption or disconnection, Customer may be required to post a deposit or such other security, as Trine Commerce Systems, Inc. deems necessary in order to resume receiving the Services. In addition, if Trine Commerce Systems, Inc. in its sole discretion, deems Customer to be financially insecure, Trine Commerce Systems, Inc. may require such other action of Customer, including letters of credit, security deposit(s), restrictions on available credit or other action as Trine Commerce Systems, Inc. may require from time to time regardless of Customer's then-current status or payment history. Failure to satisfy Trine Commerce Systems, Inc. request for such action within timelines set by Trine Commerce Systems, Inc. may result in immediate termination of service.

Acceptable Uses
Customer shall at all times adhere to the Trine Commerce Systems, Inc. Acceptable Use Policy as amended from time to time by Trine Commerce Systems, Inc.. Notwithstanding anything to the contrary contained herein, Trine Commerce Systems, Inc. may immediately take corrective action, including disconnection or discontinuance of any and all Services, or terminate this Agreement in the event of notice of possible violation by Customer of the Trine Commerce Systems, Inc. Acceptable Use Policy. In the event Trine Commerce Systems, Inc. takes corrective action due to a violation of the Trine Commerce Systems, Inc. Acceptable Use Policy, Trine Commerce Systems, Inc. shall not refund to Customer any fees paid in advance of such corrective action.

Cancellation Policy
Customer may terminate this Agreement by giving Trine Commerce Systems, Inc. at least thirty (30) days prior written notice. However, Customer remains obligated to pay all amounts remaining in the Initial Term, and if Trine Commerce Systems, Inc. has purchased equipment on behalf of Customer, Customer shall assume responsibility for payments for such equipment, until paid in full.

In order to terminate early, Customer's primary contact person on the account should notify Trine Commerce Systems, Inc. of such request to do so. All termination requests should be signed by Customer's primary contact person on the account who must provide any requested verification information to Trine Commerce Systems, Inc.. However, Trine Commerce Systems, Inc. shall not be liable for unauthorized termination of an account.

Any termination by Trine Commerce Systems, Inc. or Customer shall not relieve Customer of any obligations to pay fees accrued prior to such termination. Trine Commerce Systems, Inc. reserves the right to terminate this Agreement without cause prior to the end of the term upon thirty (30) days written notice to Customer.

Disclaimer of Warranty
Customer acknowledges and agrees that Trine Commerce Systems, Inc. exercises no control over, and accepts no responsibility for, the content of the information passing through Trine Commerce Systems, Inc. host computers, network hubs and points of presence (the "Trine Commerce Systems, Inc. Network") or the Internet. Neither Trine Commerce Systems, Inc., its employees, affiliates, agents, suppliers, third party information providers, merchants, licensors nor the like make any warranties of any kind, either expressed or implied, including but not limited to , warranties of merchantability or fitness for a particular purpose, or non-infringement for the services or any equipment Trine Commerce Systems, Inc. provides. Neither Trine Commerce Systems, Inc., its employees, affiliates, agents, third-party information providers, merchants, licensors or the like, warrant that the services will not be interrupted or error free; nor do any of them make any warranty as to the results that may be obtained from the use of the services or as to the accuracy , reliability or content of any information services or merchandise contained in or provided through the services. Trine Commerce Systems, Inc. is not liable for the content or loss of any data transferred either to or from customer or stored by customer or any of customer's clientele via the services provided by Trine Commerce Systems, Inc.

Indemnification
Customer will indemnify, save harmless, and defend Trine Commerce Systems, Inc. and all directors, officers, employees, and agents of Trine Commerce Systems, Inc. (collectively "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative) and expenses (including but not limited to reasonable attorneys' fees) arising out of or relating to the use of the Services by Customer, including any violation of the Trine Commerce Systems, Inc. Acceptable Use Policy. Such claims shall include, but shall not be limited to, claims based upon trademark, service mark, trade name, copyright and patent infringement, trademark dilution, tortuous interference with contract or prospective business relations, unfair competition, defamation or injury to reputation, or other injuries or damage to business.

Limitation of Liability
In no event shall Trine Commerce Systems, Inc. be liable for any indirect, incidental, special or consequential damages, or loss of profits, revenue, data or use, suffered by customer or any third party customer, whether in an action in contract, tort or strict liability or other legal theory , even if Trine Commerce Systems, Inc. has been advised of the possibility of such damages. In no event will Trine Commerce Systems, Inc. liability for any damages, losses and causes of actions whether in contract or tort (including negligence or otherwise) exceed the actual dollar amount paid by Customer for the Service which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose. Some jurisdictions do not allow the exclusion or limitation of warranties or incidental or consequential damages, so that the above limitations or exclusions may not apply to Customer. In such jurisdictions, Trine Commerce Systems, Inc. liability (and the liability of its affiliates, agents, content providers and service providers) shall be limited to the greatest extent permitted by applicable law.

Force Mejure
Trine Commerce Systems, Inc. shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

Intellectual Property
Customer represents and warrants that Customer's use of the Services shall not infringe the intellectual property or other proprietary rights of Trine Commerce Systems, Inc. or any third party. Customer further acknowledges that all right, title and interest in any and all technology, including the software that is part of or provided with the Services and any trademarks or service marks of Trine Commerce Systems, Inc. (collectively, "Trine Commerce Systems, Inc. Intellectual Property") is vested in Trine Commerce Systems, Inc. and/or in Trine Commerce Systems, Inc. licensors. Unless otherwise specifically provided in this Agreement, Customer shall have no right, title, claims or interest in or to the Trine Commerce Systems, Inc. Intellectual Property. Customer may not copy, modify or translate the Trine Commerce Systems, Inc. Intellectual Property or related documentation, or decompile, disassemble or reverse engineer the Trine Commerce Systems, Inc. Intellectual Property, to use it other than in connection with the Services, or grant any other person or entity the right to do so. Unless otherwise specifically provided in this Agreement, Customer is not authorized to distribute or to authorize others to distribute the Trine Commerce Systems, Inc. Intellectual Property in any manner without the prior written consent of Trine Commerce Systems, Inc.; provided, however, that nothing in this sentence would preclude Customer from using the Trine Commerce Systems, Inc. Intellectual Property as incorporated in the Services. This paragraph shall not operate to extinguish, restrict, vary, waive or affect in any manner whatsoever any right, title or interest which Customer may now have or hereafter acquires in, or in relation to, the third-party software that is part of or provided with the Services solely to the extent such third-party licensors publicly provide such rights, title or interest in the third-party software to Customer.

Confidential Information
Each party acknowledges that, in the course of the performance of this Agreement, it may have access to customer information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and trade secrets of the other party ("Confidential Information"). Except as provided in Trine Commerce Systems, Inc. Acceptable Use Policy (AUP), each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement. Upon request of either party or on termination or expiration of this Agreement, each party shall return the Confidential Information of the other party then in its possession. Nothing in this Agreement shall prohibit or limit either party's use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party's possession, as evidenced by receiving party's records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required by law to be disclosed.

Customer further agrees and acknowledges that Trine Commerce Systems, Inc. may disclose Customer account information in accordance with Trine Commerce Systems, Inc. AUP and Privacy Policy, as amended from time to time by Trine Commerce Systems, Inc.

Governing Law

The validity, interpretation, enforceability, and performance of this Agreement shall be governed by and construed in accordance with the laws of the State of Texas. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this contract was entered into in Travis County, Texas, and any dispute will be litigated or arbitrated in Travis County, Texas.

Enforcement of Agreement

In the event it is necessary for Trine Commerce Systems, Inc. to enforce its rights under this agreement, Customer agrees to pay all fees incurred by Trine Commerce Systems, Inc. (including, but not limited to, attorney's fees and collection agency fees)

Amendment of Waiver
Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of Customer and an officer of Trine Commerce Systems, Inc.. No failure to exercise and no delay in exercising any right, remedy, or power hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right, remedy, or power hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, or power provided herein or by law or in equity. The waiver by any party of the time for performance of any act or condition hereunder shall not constitute a waiver of the act or condition itself.

Assignment and Severability
This Agreement shall be binding upon and inure to the benefit of Customer, Trine Commerce Systems, Inc. and our respective successors, and assigns. Customer may not assign this Agreement without the prior written consent of Trine Commerce Systems, Inc., which consent will not be unreasonably withheld. If any provision of this Agreement shall be held by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

Notices
All notices to Customer hereunder shall be given at the billing address provided in their application. All notices to Trine Commerce Systems, Inc. shall be given to:

Trine Commerce Systems, Inc.
Post Office Box 684333
Austin, Texas 78768-4333
Facsimile: 512-443-1527

Any notice hereunder shall be in writing and shall be given by registered, certified or Express mail, US Postal Service or reliable courier addressed to the addresses in this Agreement, or by facsimile. Notice shall be deemed to be given upon the earlier of actual receipt or three (3) days after it has been sent, properly addressed and with postage prepaid.

Entire Agreement
This Agreement, and any other document or agreements specifically identified in this Agreement, supercedes all previous representations, understandings or agreements.

Acceptance of Services
Acceptance of the agreement by Trine Commerce Systems, Inc. may be subject, in Trine Commerce Systems, Inc. absolute discretion, to satisfactory completion of a credit check and continued credit worthiness of customer. Activation of service shall indicate Trine Commerce Systems, Inc. acceptance of this agreement. Use of the Trine Commerce Systems, Inc. network constitutes acceptance of this agreement. Customer represents and warrants that customer has full authority and right to enter into this agreement. Customer further represents and warrants that customer is at least 18 years of age.