MOWBI WEBSITE USE AGREEMENT

Welcome to the Mowbi, LLC website (the "Site"). This Site is intended to provide you with information about company and products. It also allows you to interact with us and others and provides you the opportunity to contact us directly. While we want you to enjoy the experience of visiting our Site, we also want you to understand the terms to which you agree when visiting the Site. References to “we” or “us” or “Mowbi” herein refer to Mowbi, LLC and our affiliates, subsidiaries, service providers and designees as deemed appropriate by us.

Please limit your use to one account per person unless you have permission to set up more than one account. Abuse of this policy may result in termination of accounts and in some cases users being banned from all use of the Mowbi websites. Severe abuse can result in legal action.

Mowbi, LLC maintains its websites as a service to the Internet community. Access to and the use of our site is subject to the terms and conditions set forth herein and all applicable laws. Mowbi, LLC may revise these terms and conditions from time to time by updating this posting.

The content (images and text) of this site may not be distributed, modified, reused, reposted or otherwise used except as provided herein without the express written permission of Mowbi, LLC.

Mowbi, LLC will use reasonable efforts to include accurate and up-to-date information on its websites, but makes no guarantee to the accuracy of the information.

All users that access and use Mowbi, LLC websites and the content thereof is at their own risk. Neither Mowbi, LLC, nor any party involved in creating, producing or delivering its websites shall be liable for any direct, incidental, consequential, indirect or punitive damages for your access, use or inability to use our websites or any errors or omissions in the content thereof.

Please be advised that any communication or material you transmit to Mowbi, LLC via its websites or electronic mail is on a non-confidential basis amongst staff members, production and sales persons.

Intellectual Property

The use or misuse of trademarks, copyrights, or any other intellectual property contained herein, except as permitted by Mowbi in writing, is expressly prohibited and may be in violation of copyright law, trademark law, the law of slander or libel, the law of privacy and publicity and communications regulations.

Compliance with Terms
By accessing this Site, you are agreeing to these Terms of Use, our Privacy Policy , as well as other legal notices, terms and policies on this Site (together referred to as “Terms”), all of which are expressly incorporated herein by this reference.

You agree to use the Site only in accordance with the Terms, whether you are a “Visitor” (which means that you simply browse the Site) or you are a “Member” (which means you have registered with us for the Site, if registration is available on the Site). The term “User” means a “Visitor” or a “Member”. Please read and save all of the Terms. If you do not agree with the Terms, do not use this Site or any of its features. If you register to become a Member you will be required to indicate your acceptance to these Terms during the registration process.

Your Use of the Site
Users have a non-transferable, non-exclusive license to access this Site, to view information contained at this Site, and to interact with the Site solely for their own personal use and not for any commercial purpose. You agree not to use the Site for any unlawful purpose. You agree not to rent, retransmit, disclose, publish, sell, assign, lease, sublicense, market, or transfer the Site or any portion thereof or use it in any manner not expressly authorized by the Terms. You agree not to copy, reverse engineer, translate, port, modify or make derivative works of any portion of the Site.
Tampering with the Site, using buying agents or conducting fraudulent activities on the Site are prohibited.

Mowbi URL's
Users may have the use of Mowbi url's where their membership allows it. However, the url's under Mowbi's domain are solely owned by Mowbi, LLC. Individual use of sub-domains by users, as part of their membership, may be revoked at any time. This is a priviledge granted by Mowbi Staff and can be revoked for any reason.

The Mowbi Site is provided "AS-IS" and as available and Mowbi expressly disclaims any warranty of fitness for a particular purpose or non-infringement. Mowbi cannot guarantee and does not promise any specific results from use of the Site.

Amendment
We may amend or terminate any Terms at any time and such amendment or termination will be effective at the time we post the revised Terms on the Site. Each time you use the Site you should visit and review the then current Terms that apply to your transactions and use of this Site. Your continued use of the Site after we have posted revised Terms signifies your acceptance of such revised Terms. If you are dissatisfied with the Site, its content or any Terms (including as modified), you agree that your sole and exclusive remedy is to discontinue using the Site. The Terms are the entire agreement between you and Mowbi with respect to your use of the Site.

Limitations of Our Liability
IN NO EVENT SHALL WE BE LIABLE FOR ANY DAMAGE, CLAIM OR LOSS INCURRED BY YOU, INCLUDING WITHOUT LIMITATION COMPENSATORY, INCIDENTAL, DIRECT, INDIRECT, SPECIAL, CONSEQUENTIAL OR EXEMPLARY DAMAGES, IRRESPECTIVE OF WHETHER WE HAVE BEEN INFORMED OF, KNEW OF, OR SHOULD HAVE KNOWN OF THE LIKELIHOOD OF SUCH DAMAGES. THIS LIMITATION APPLIES TO ALL CAUSES OF ACTION IN THE AGGREGATE INCLUDING WITHOUT LIMITATION BREACH OF CONTRACT, BREACH OF WARRANTY, DEFAMATION, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS, AS WELL AS THIRD-PARTY CLAIMS. IF THE WARRANTY EXCLUSIONS OR LIMITATIONS OF LIABILITY SET FORTH IN THIS USE AGREEMENT ARE FOR ANY REASON HELD UNENFORCEABLE OR INAPPLICABLE, YOU AGREE THAT OUR AGGREGATE LIABILITY SHALL NOT EXCEED ONE HUNDRED U.S. DOLLARS ($100).

Our Service Providers
We may use one or more third party service providers to design and/or operate parts of the Site. In such cases, each such service provider is also included in the terms “we” and “us” for purposes of the Terms.

Indemnification
You agree to indemnify and hold Mowbi, its subsidiaries, and affiliates, and their respective officers, agents, partners and employees, harmless from any loss, liability, cost, expense, claim, or demand, including without limitation, reasonable attorneys' fees, due or relating to or arising out of your use of the Site in violation of the Terms and/or arising from a breach of the Terms and/or any breach of your representations and warranties set forth in the Terms and/or arising out of or relating to any Content that you post.

Miscellaneous
The Terms will be construed, and their performance enforced, under the laws of Maine without reference to choice of law principles. Any dispute relating to the Terms or the Site may be litigated only in a court having jurisdiction and venue in Cumberland County for state court causes of action and in the Southern District for federal court causes of action. The United Nations Convention on Contracts for the International Sale of Goods does not apply to the Terms. We may assign the Terms, in whole or in part, to a related entity or to a third party.

EACH OF THE PARTIES HEREBY KNOWINGLY, VOLUNTARILY AND INTENTIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LITIGATION (INCLUDING BUT NOT LIMITED TO ANY CLAIMS, COUNTERCLAIMS, CROSS-CLAIMS, OR THIRD PARTY CLAIMS) ARISING OUT OF, UNDER OR IN CONNECTION WITH THIS AGREEMENT. FURTHER, EACH PARTY HERETO CERTIFIES THAT NO REPRESENTATIVE OR AGENT OF EITHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH PARTY WOULD NOT IN THE EVENT OF SUCH LITIGATION, SEEK TO ENFORCE THIS WAIVER OF RIGHT TO JURY TRIAL PROVISION. EACH OF THE PARTIES ACKNOWLEDGES THAT THIS SECTION IS A MATERIAL INDUCEMENT FOR THE OTHER PARTY ENTERING INTO THE TERMS.

The Terms are accepted upon your use of the Site or any of its features and is further affirmed upon you becoming a Member (if applicable). The Terms constitute the entire agreement between you and Mowbi regarding the use of Site and its services and features. The failure of Mowbi to exercise or enforce any right or provision of the Terms shall not operate as a waiver of such right or provision. The section titles in the Terms are for convenience only and have no legal or contractual effect. The Terms operate to the fullest extent permissible by law. If any provision of the Terms is unlawful, void or unenforceable, that provision is deemed severable from the Terms and does not affect the validity and enforceability of any remaining provisions.

AFFILIATE AGREEMENT

WHEREAS Affiliate wishes to include certain materials promoting Mowbi, and to include a link to Mowbi’s website within those materials on Affiliate’s website;

NOW THEREFORE, in consideration of the mutual promises, covenants, warranties, and other good and valuable consideration set forth herein, the Parties agree as follows:

1. Promotional Materials. Company shall make available to Affiliate certain banner advertisements, button links, text links, and/or other graphic or textual material for display and use on the Affiliate website (the “Promotional Materials”). Affiliate shall display the Promotional Materials on Affiliate’s website prominently and as Affiliate sees fit, provided that the manner of display shall be subject to the terms and conditions of this Agreement. Affiliate shall also include a link from the Promotional Materials to Mowbi’s website(s), as specified by Mowbi.

2. Use of Promotional Materials. The Affiliate’s use and display of the Promotional Materials on the Affiliate’s site shall conform to the following terms, conditions and specifications:

a. Affiliate may not use any graphic, textual or other materials to promote Mowbi’s website, products or services other than the Promotional Materials, unless Mowbi agrees to such other materials in writing prior to their display.

b. Affiliate may only use the Promotional Materials for the purpose of promoting Mowbi’s website(s) (and the products and services available thereon), and for linking to Mowbi’s website(s).

c. The Promotional Materials will be used to link only to Mowbi’s website(s), to the specific page and address as specified by Mowbi.

d. Affiliate will not alter, add to, subtract from, or otherwise modify the Promotional Materials as they are prepared by Mowbi. If Affiliate wishes to alter or otherwise modify the Promotional Materials, Affiliate must obtain prior written consent.

3. License. Mowbi hereby grants to Affiliate a nonexclusive, nontransferable license (the “License”) to use the Promotional Materials as specified under the terms and conditions of this Agreement. The term of the License shall expire upon the expiration or termination of this Agreement.

4. Intellectual Property. Mowbi retains all right, ownership, and interest in the Promotional Materials, and in any copyright, trademark, or other intellectual property in the Promotional Materials. Nothing in this Agreement shall be construed to grant Affiliate any rights, ownership or interest in the Promotional Materials, or in the underlying intellectual property, other than the rights to use the Promotional Materials granted under the License, as set forth in Section 3.

5. Relationship of Parties. This Agreement shall not be construed to create any employment relationship, agency relationship, or partnership between Mowbi and Affiliate. Affiliate shall provide services for Mowbi as an independent contractor. Affiliate shall have no authority to bind Mowbi y into any agreement, nor shall Affiliate be considered to be an agent of Mowbi in any respect.

As a Mowbi Affiliate, in the event you register for multiple Affiliate accounts, you understand and agree that each separate account will remain identified and accounted for by the single original identification provided to Mowbi by the affiliate, whether social security number, tax identification number, or other.

6. Commissions. In exchange for Affiliate’s display of the Promotional Materials, and for Affiliate’s compliance with and performance of the terms and conditions of this Agreement, Company shall pay to Affiliate a commission (the “Commission”) as set forth in the affiliate program application.

b. Mowbi shall keep accurate and up-to-date records of the data used to determine the total amount of Commissions owed to Affiliate. Affiliate shall be given reasonable access to these records upon request. Any discrepancy between the amount of Commissions owed according to these records, and the actual amount of Commissions paid to Affiliate in any period or periods shall be rectified by Mowbi within 90 days of discovering such discrepancy.

c. (if applicable) For the purposes of this Agreement, a “Bona Fide Click-Through” shall be defined as any successful attempt by a visitor of Affiliate’s website to click on the link within the Promotional Materials on Affiliate’s website and to visit Mowbi’s website. Mowbi shall have sole discretion to determine whether any particular click-through or class of click-throughs shall qualify as Bona Fide Click-throughs. Affiliate shall not attempt to: (i) artificially attempt to generate click-throughs to Mowbi’s website by use of deception or misrepresentation; (ii) manipulate, incentivize, or otherwise encourage Affiliate’s employees, agents, customers, or other persons to click the link to the Mowbi’s website for any purpose other than the promotion of the services and/or products offered through Mowbi’s website; or (iii) create or employ any mechanism designed to artificially or automatically generate click-throughs to Mowbi’s website(s).

d. Mowbi shall pay all Commissions accrued and payable to Affiliate within 7 days of the first day of each month (the “Commission Payment Date”). If on any Commission Payment Date, the amount of total Commissions accrued and payable to Affiliate is less than $1.00 (one dollar), then such accrued and payable balance shall be held over to the following month, and paid together with the Commissions due for that month. If at any time, the balance of accrued and payable Commissions is held over for 2 consecutive months, then Company shall pay all accrued and payable Commissions to Affiliate in the third month, regardless of the total amount owed.

e. In the event that Affiliate materially breaches this Agreement and Mowbi terminates this Agreement within 30 days of such breach, then any accrued and payable Commissions owing to Affiliate shall be forfeited, and Mowbi shall not be obligated to pay such Commissions to Affiliate.

7. Affiliate’s Representations and Warranties. Affiliate represents and warrants the following:

a. Affiliate has the legal authority to enter into this Agreement and to be bound to the promises, covenants, and other duties set forth in this Agreement.

b. Affiliate’s website does not contain any materials that are:
i. Sexually explicit, obscene, or pornographic;
ii. Offensive, profane, hateful, threatening, harmful, defamatory, libelous, harassing, or discriminatory (whether based on race, ethnicity, creed, religion, gender, sexual orientation, physical disability, or otherwise);
iii. Graphically violent, including any violent video game images; or
iv. Solicitous of any unlawful behavior

c. Affiliate has obtained any necessary clearances, licenses, or other permission for any intellectual property used on Affiliate’s website. Nothing on Affiliate’s website infringes upon the intellectual property rights of any person or entity. No person or entity has brought or threatened an action claiming such infringement, nor does Affiliate have any reason to believe that any person or entity will bring or threaten such a claim in the future.

d. Affiliate will not use the Promotional Materials in any manner other than those set forth in Section 2 above.

e. Affiliate will not make any claim to ownership of the Promotional Materials, or of the copyright, trademark, or other intellectual property therein.

f. Affiliate will not publish or otherwise distribute any advertising materials for Affiliate’s website that reference Mowbi or Mowbi’s website(s) unless Mowbi gives prior written consent to the distribution of such materials. Affiliate will not use Mowbi’s name (or any name that is confusingly similar to Mowbi’s name) for any purpose on its website, in its promotional materials, or in any other context except to promote Mowbi’s website(s) as specified in this Agreement. Affiliate will not register any domain name that incorporates Mowbi’s name, or that is confusingly similar to Mowbi’s name.

g. Affiliate will not engage in the distribution of any unsolicited bulk emails (spam) in any way mentioning or referencing Mowbi or Mowbi’s website.

8. Indemnification. Affiliate shall indemnify Mowbi and hold harmless Mowbi from any claim, damage, lawsuit, action, complaint, or other costs arising out of any breach of Affiliate’s warranties set forth in Section 7 above. Affiliate shall also indemnify and hold harmless Mowbi for any damage, loss or other cost arising out of the use or misuse by Affiliate of the Promotional Materials.

9. Confidentiality. Any information that Affiliate is exposed to by virtue of its relationship with Mowbi under this Agreement, which information is not available to the general public, shall be considered to be “Confidential Company Information.” Affiliate may not disclose any Confidential Mowbi Information to any person or entity, except where compelled by law, unless Affiliate obtains prior written consent for such disclosure from Mowbi.

10. Term.

a. This Agreement shall take effect immediately, and shall remain in full force and effect indefinitely, or until terminated pursuant to this Section 10.

b. Either Party shall have the right to terminate this Agreement at any time and for any cause. The terminating Party must give written notice to the other Party at least 30 days prior to the intended date of termination.

11. Taxes. Mowbi shall not be responsible for any taxes owed by Affiliate arising out of Affiliate’s relationship with Mowbi as set forth in this Agreement. Mowbi shall not withhold any taxes from the Commissions paid to Affiliate.

12. Limitation of Liability. Mowbi shall not be liable for any loss of profits or costs, or for any direct, indirect, special, incidental or consequential damages, including costs associated with the procurement of substitute goods or services (whether Mowbi was or should have been aware or advised of the possibility of such damage), arising out of or associated with any loss, suspension or interruption of service, termination of this Agreement, use or misuse of the Promotional Materials, or other performance of services under this Agreement.

13. Governing Law. This Agreement shall be construed in accordance with, and governed in all respects by, the laws of the State of Maine, without regard to conflicts of law principles.

14. Counterparts. This Agreement may be executed in several counterparts, each of which shall constitute an original and all of which, when taken together, shall constitute one agreement.

15. Severability. If any part or parts of this Agreement shall be held unenforceable for any reason, the remainder of this Agreement shall continue in full force and effect. If any provision of this Agreement is deemed invalid or unenforceable by any court of competent jurisdiction, and if limiting such provision would make the provision valid, then such provision shall be deemed to be construed as so limited.

16. Notice. Any notice required or otherwise given pursuant to this Agreement shall be in writing and mailed certified return receipt requested, postage prepaid, or delivered by overnight delivery service, addressed as follows:

Mowbi, LLC
P.O. Box 7681
Portland, Maine 04112

17. Headings. The headings for section herein are for convenience only and shall not affect the meaning of the provisions of this Agreement.

18. Entire Agreement. This Agreement constitutes the entire agreement between Mowbi and Affiliate, and supersedes any prior understanding or representation of any kind preceding the date of this Agreement. There are no other promises, conditions, understandings or other agreements, whether oral or written, relating to the subject matter of this Agreement.

End