Terms of Service


Prospect Showcase

Web Site Service End User License Agreement

This Web Site End User License Agreement ("Agreement") is by and between Prospect Showcase, Inc. ("Prospect Showcase"), a Texas corporation, and you, your heirs, assigns, agents and contractors ("You") and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Prospect Showcase's Web Site Service ("Web Site Service") and represents the entire Agreement between You and Prospect Showcase. By using Prospect Showcase's Web Site Service, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, and the Universal Terms of Service, along with any new, different or additional terms, conditions or policies which Prospect Showcase may establish from time to time.


In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You`ve established with Prospect Showcase, whether or not the transactions were in Your behalf. You acknowledge that Prospect Showcase's acceptance of any application made by You for services provided by Prospect Showcase will take place at Prospect Showcase' s offices located in Plano, TX USA.


1. Application and service details

The Application


Prospect Showcase grants You a non-exclusive license to use our web site services for the purpose of designing and publishing web sites for use on the Internet, and other such web site design purposes as are ordinary and customary. You are free to use your web sites on any computer, but the same project may not be modified on more than one (1) computer at one time. You may customize or modify the appearance of Web Site as provided and allowed by the instructions. You may not otherwise alter or modify the Web Site. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code. You are not authorized to combine Web Site Service with any other software program or application, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon Web Site Service other than those provided with the Application.


The Online Wizards


Forms, Flash animations, and Plug-ins produced by the online wizards are licensed for the exclusive use of the original purchaser on one (1) web site. You are free to modify these in any way as long as You use them on one (1) web site only. Paying for a single form and using it on multiple web sites is NOT authorized.


Application Particulars


Web Site Service is an online web site tool which is designed to assist You in publishing web sites for use on the Internet. Using Web Site Service will give You the ability to personalize, customize and design Your web site to suit Your individual needs. Among other things, You will be able to:



Share Your information with others by listing information;

Design and customize Your website by adding text, images, and

Display photos of Your choice.

Create secure web sites by placing our secure certificates on Your web site (at an additional cost), and Upload files to your web site and make them available for download. These may include documents, video, images, and audio files.


You agree that performance of Your web site may begin to slow at varying number of pages depending on potential physical and practical constraints, including (but not limited to): system architecture, system capacity, system load, end-user internet connectivity and end-user computer configurations. You agree that Prospect Showcase has no control over potential physical and practical constraints You may experience at an uncertain number of pages on Your web site.


Web Site Hosting Services


You are responsible for ensuring that your web site conforms to all local, state, federal, and international laws. Further, you are responsible for securing permission to use any copyrighted, trademarked or otherwise legally protected images, text, or other web site elements that are not provided by Prospect Showcase. You affirmatively acknowledge that Prospect Showcase is relying on Your representation concerning Your proper use of all content on any web site You create or control. Prospect Showcase will not transfer or FTP Your web site to another hosting provider.


Legal Agreements


You acknowledge that You and a Prospect Showcase approved Hosting Provider ("Hosting Provider") have entered into a Hosting Service Agreement ("Hosting Agreement"). You agree to be bound by the agreements that govern all domain names hosted through the Hosting Provider, including the Hosting Service Agreement; this Agreement; and all policies and procedures as posted on its web site.


The Limitations


Web Site Service is not intended to assist You in engaging in unlawful or morally objectionable activities. Therefore, Prospect Showcase explicitly reserves the right to terminate Your license if it comes to Prospect Showcase's attention that You are using Web Site Service to participate in objectionable activities, which include, but are not limited to, the following: sending unsolicited email or spam; activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You live or access the Internet; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortious, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; or activities designed to harm minors in any way.


2. Prospect Showcase ' s rights

Prospect Showcase retains all rights to the Application, web site templates, forms, and documentation. You are entitled to use this Application, the web templates, forms and documentation to update upir web site and post changes to the Internet. Web Site Service and any copies You are authorized to make are the intellectual property of Prospect Showcase. The source code and its organization are the exclusive property of Prospect Showcase and Web Site Service is protected by copyright, including United States Copyright Law. Except as expressly stated in Section 1 above, this Agreement does not grant You any rights in Web Site Service and all rights are reserved by Prospect Showcase.


Prospect Showcase expressly reserves the right to:


Censor any web site hosted on its servers that, in the Company`s sole opinion, is deemed inappropriate.

Review every web hosting account for excessive space and bandwidth utilization, and to terminate or apply additional fees to those accounts that exceed allowable levels. Modify pricing through email notification. Terminate Your license for unsolicited, commercial email or SPAM; illegal access to other computer networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and other activities whether lawful or unlawful that Prospect Showcase determines to be harmful to subscribers, operations, its reputation, or otherwise. Terminate Your license if Your use of Web Site Service results in, or is the subject of, legal action or threatened legal action against Prospect Showcase or any of its affiliates or partners, regardless of whether or not such legal action or threatened legal action is eventually determined to be with or without merit. The decision to terminate Your license shall be made solely by Prospect Showcase, and in so doing, Prospect Showcase shall not be required to consider the merits of legal action or whether threatened legal action will actually come to pass.


3. Intellectual Property

Microsoft, MS, Windows, Windows 95, Windows 98, Windows NT, and Internet Explorer are registered trademarks of Microsoft Corporation in the United States and/or other countries.

Netscape, Netscape Communicator, and Netscape Navigator are registered trademarks of Netscape Communications Corporation in the United States and/or other countries.

AOL and America Online are registered trademarks of America Online, Inc in the United States and/or other countries.

InterNIC is a registered Service Mark of the U.S. Department of Commerce.

Network Solutions is a registered trademark of Network Solutions, Inc in the United States and/or other countries.

Certain Images licensed from Hemerra Technologies Inc.

Certain Images licensed from Starfield Technologies, Inc.

Macromedia, Flash, Flash Generator and Macromedia Flash are trademarks or registered trademarks of Macromedia, Inc. in the United States and/or other countries.

Real Audio and Real Producer are registered trademarks of RealNetworks, Inc.


Prospect Showcase 

Universal Terms of Service for Prospect Showcase, Inc. Software and Services

This Universal Terms of Service for Prospect Showcase, Inc. Software and Services Agreement ("Agreement") is by and between Prospect Showcase, Inc. ("Prospect Showcase") a Texas corporation and you, your heirs, agents, successors and assigns ("You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Prospect Showcase, Inc. software (“Software”) and services (“Services”) and explains Prospect Showcase's obligations to You and Your obligations to Prospect Showcase in relation to the Software and Services You purchase.


This Agreement as well as any additional Prospect Showcase policies, together with all modifications thereto, constitute the complete and exclusive agreement between You and Prospect Showcase concerning Your use of Prospect Showcase's Software and Services, and supersede and govern all prior proposals, agreements, or other communications. All Prospect Showcase policies and agreements specific to particular Software and Service are incorporated herein and made part of this Agreement by reference, including the dispute policy (“UDRP”). By purchasing Prospect Showcase's Software or Services, You acknowledge that You have read, understood, and agree to be bound by all terms and conditions of this Agreement and any other policies or agreements made part of this Agreement by reference, as well as any new, different or additional terms, conditions or policies which Prospect Showcase may establish from time to time, and any agreements that Prospect Showcase is currently bound by or will be bound by in the future. You may view the latest versions of these Agreements here.


In addition to transactions entered into by You on Your behalf, You also agree to be bound by the terms of this Agreement for transactions entered into on Your behalf by anyone acting as Your Agent, and transactions entered into by anyone who uses the account You've established with Prospect Showcase, whether or not the transactions were in Your behalf. You acknowledge that Prospect Showcase's acceptance of any application made by You for Services provided by Prospect Showcase will take place at the Internet Corporation for Assigned Names and Numbers ("ICANN") accredited registrar's offices.


The General Terms in Section A apply to all customers of Prospect Showcase. The Software and Services Specific Agreements incorporated in Section B apply only to customers who have purchased those referenced Services.


A. GENERAL TERMS APPLICABLE TO ALL SOFTWARE AND SERVICES



1. TERM OF AGREEMENT; MODIFICATIONS.

You agree that Prospect Showcase may modify this Agreement and the Services from time to time. You agree to be bound by any changes Prospect Showcase may reasonably make to this Agreement when such changes are made. If You have purchased Services or Software from Prospect Showcase, the term of this Agreement shall continue in full force and effect as long as You take advantage of and use the Software or Services. In the event You terminate Your usage, Prospect Showcase will not refund any amounts You have paid. You agree that Prospect Showcase shall not be bound by any representations made by third parties who You may use to purchase Services from Prospect Showcase, and that any statement of a general nature, which may be posted on Prospect Showcase's web site or contained in Prospect Showcase's promotional materials, will not bind Prospect Showcase. Prospect Showcase may, at times, offer certain promotions with different charges and features.


You agree that You will be responsible for notifying Prospect Showcase should You desire to terminate Your use of Prospect Showcase's Services. Notification of Your intent to terminate must be provided to Prospect Showcase no earlier than ten (10) days prior to Your billing date but no later than three (3) days prior to Your billing date.


2. ACCURATE INFORMATION.

You agree to maintain accurate information by providing updates to Prospect Showcase, as needed, while You are using Prospect Showcase's Services. You agree You will notify Prospect Showcase within five (5) business days when any change of the information You provided as part of the application and/or registration process changes. Failure by You, for whatever reason, to respond within five (5) business days to any inquiries made by Prospect Showcase to determine the validity of information provided by You will constitute a material breach of this Agreement.


You agree that Prospect Showcase may use and rely on any such information provided by You for all purposes in connection with Your Services, subject to Prospect Showcase's Privacy Policy . If You provide any information that is inaccurate, not current, false, misleading or incomplete, or if Prospect Showcase has reasonable grounds to suspect that Your information is inaccurate, not current, false, misleading or incomplete, Prospect Showcase has the absolute right, in its sole discretion, to terminate its Services and close Your account.


3. PRIVACY.

You can view Prospect Showcase's Privacy Policy here , which is incorporated herein by reference, as it is applicable to all Prospect Showcase Software and Services. The Privacy Policy provides Your rights and Prospect Showcase's responsibilities with regard to Your personal information. Prospect Showcase will not use Your information in any way inconsistent with the purposes and limitations provided in the Privacy Policy.


4. ACCOUNT SECURITY.

You agree You are entirely responsible for maintaining the confidentiality of Your customer number/login, password, credit card number, and shopper PIN (collectively, the "Account Access Information"). You agree You are entirely responsible for any and all activities that occur under Your account. You agree to notify Prospect Showcase immediately of any unauthorized use of Your account or any other breach of security. You agree Prospect Showcase will not be liable for any loss that You may incur as a result of someone else using Your Account Access Information, either with or without Your knowledge. You further agree You could be held liable for losses incurred by Prospect Showcase or another party due to someone else using Your Account Access Information. You should keep Account Access Information in a secure location and take precautions to prevent others from gaining access to Your Account Access Information. You agree that You will be responsible for all activity in Your account, whether initiated by You, or by others on Your behalf, or by any other means. Prospect Showcase specifically disclaims liability for any activity in Your account, whether authorized by You or not.


5. NO UNLAWFUL CONDUCT OR IMPROPER USE.

As a condition of Your use of Prospect Showcase's Software and Services, You agree not to use them for any purpose that is unlawful or prohibited by these terms and conditions, and You agree to comply with any applicable local, state, federal and international laws, government rules or requirements. You agree You will not be entitled to a refund of any fees paid to Prospect Showcase if, for any reason, Prospect Showcase takes corrective action with respect to Your improper or illegal use of its Services.


Prospect Showcase reserves the right at all times to disclose any information as Prospect Showcase deems necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Prospect Showcase's sole discretion.


If You have purchased Services, Prospect Showcase has no obligation to monitor Your use of the Services. Prospect Showcase reserves the right to review Your use of the Services and to cancel the Services in its sole discretion. Prospect Showcase reserves the right to terminate Your access to the Services at any time, without notice, for any reason whatsoever.


Prospect Showcase reserves the right to terminate Services if Your usage of the Services results in, or is the subject of, legal action or threatened legal action, against Prospect Showcase or any of its affiliates or partners, without consideration for whether such legal action or threatened legal action is eventually determined to be with or without merit. Prospect Showcase may review every account for excessive space and bandwidth utilization and to terminate or apply additional fees to those accounts that exceed allowed levels.



Except as set forth below, Prospect Showcase may also cancel Your use of the Services, after thirty (30) days, if You are using the Services, as determined by Prospect Showcase in its sole discretion, in association with spam or morally objectionable activities. Morally objectionable activities will include, but not be limited to: activities designed to defame, embarrass, harm, abuse, threaten, slander or harass third parties; activities prohibited by the laws of the United States and/or foreign territories in which You conduct business; activities designed to encourage unlawful behavior by others, such as hate crimes, terrorism and child pornography; activities that are tortuous, vulgar, obscene, invasive of the privacy of a third party, racially, ethnically, or otherwise objectionable; activities designed to impersonate the identity of a third party; illegal access to other computers or networks (i.e., hacking); distribution of Internet viruses or similar destructive activities; and activities designed to harm or use unethically minors in any way. Notwithstanding anything to the contrary herein, in the event Prospect Showcase cancels Your Services during the first thirty (30) days after You purchase the Services, You will receive a refund of any fees paid to Prospect Showcase in connection with the Services being cancelled. In the event Prospect Showcase deletes Your Services because they are being used in association with spam or morally objectionable activities, no refund will be issued. You agree You will not be entitled to a refund of any fees paid to Prospect Showcase if, for any reason, Prospect Showcase takes corrective action with respect to Your improper or illegal use of its Services.


6. NO SPAM; LIQUIDATED DAMAGES.

You agree Prospect Showcase may immediately terminate any account which it believes, in its sole discretion, is transmitting or is otherwise connected with any spam or other unsolicited bulk email using Propect Showcase software or hardware. In addition, if actual damages cannot be reasonably calculated then You agree to pay Prospect Showcase liquidated damages of $1 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Your account, otherwise You agree to pay Prospect Showcase's actual damages. Such terms and conditions are applicable to the use of all Prospect Showcase Software and Services and are incorporated herein.


7. INTELLECTUAL PROPERTY.

You agree that Prospect Showcase or its licensor holds all rights, title and interest in all Software and Services and all intellectual property, including other rights related to intangible property, unless otherwise indicated. You acknowledge that no title or interest in such Intellectual Property Rights is being transferred to You and You agree to make no claim of interest in any such Services or Software.


You understand and agree that all content and materials contained in this Agreement, other policies, the Prospect Showcase web site, and any affiliated web sites, are protected by the various copyright, patent, trademark, service mark and trade secret laws of the United States, as well as any other applicable proprietary rights and laws, and that Prospect Showcase or its licensor expressly reserves its rights in and to all such content and materials. You further understand and agree that You are prohibited from using, in any manner whatsoever, any of the content or materials described above without the express written permission of Prospect Showcase or its licensor. No license or right under any copyright, patent, trademark, service mark or other proprietary right or license is granted to You or conferred upon You by this Agreement or otherwise.


8. USE OF Prospect Showcase SOFTWARE.

If You have licensed software from Prospect Showcase, Prospect Showcase grants You a limited, non-exclusive, nontransferable and non-assignable license to use the software for such purposes as are ordinary and customary. You are free to use the software on any computer, but not on two (2) or more computers at one time.


You agree to not alter or modify the Software. You agree You are not authorized to combine the Software with any other software program, create derivative works based upon the Software, nor are You authorized to integrate any plug-in or enhancement which uses or relies upon the Software. You further agree not to reverse engineer, decompile or otherwise attempt to uncover the source code.


Prospect Showcase reserves all rights to the Software. The Software and any copies You are authorized to make are the intellectual property of Prospect Showcase. The source code and its organization are the exclusive property of Prospect Showcase and the Software is protected by copyright, including United States Copyright Law. Except as expressly provided for in this section, this Agreement does not grant You any rights in the Software and all rights are reserved by Prospect Showcase.


Prospect Showcase PROVIDES THIS SOFTWARE "AS IS" WITHOUT WARRANTY OF ANY KIND EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.


9. FEES AND PAYMENT.

As consideration for the Software or Services purchased by You and provided to You by Prospect Showcase, You agree to pay Prospect Showcase at the time You order. All fees are due immediately and are non-refundable unless otherwise expressly noted, even if Your Services are suspended, terminated, or transferred prior to the end of the Services term. Prospect Showcase expressly reserves the right to modify pricing through email notification and/or notice on its web site. Payment may be made by You by providing either a valid credit card, an online check, a personal check, (collectively, the "Payment Method"). Your Prepaid Services account may be funded by a money order or a personal check under as further described, below. Your Payment Method on file must be kept valid if You have any active products in Your account. You may use either use a valid credit card, PayPal, or Prepaid Services to make purchases.


If You signed up for a monthly payment plan, Your monthly billing date will be determined based on the day of the month You purchase the Services unless that date falls after the 28th of the month, in which case Your billing date will be the 28th of each month. If You signed up for an annual (or longer) payment plan, and You elected the automatic renewal option, Prospect Showcase will automatically renew Your Services when they come up for renewal and will take payment from the Payment Method You have on file with Prospect Showcase, at Prospect Showcase's then current rates.


If for any reason Prospect Showcase is unable to charge Your Payment Method for the full amount owed Prospect Showcase for the Services provided, or if Prospect Showcase is charged a penalty for any fee it previously charged to Your Payment Method, You agree that Prospect Showcase may pursue all available remedies in order to obtain payment. If You pay by credit card and if for any reason Prospect Showcase is unable to charge Your credit card with the full amount of the Services provided, or if Prospect Showcase is charged back for any fee it previously charged to the credit card You provided, You agree that Prospect Showcase may pursue all available remedies in order to obtain payment. You agree that among the remedies Prospect Showcase may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to You of any domain names or Services registered or renewed on Your behalf. Prospect Showcase reserves the right to charge a reasonable administrative fee for administrative tasks outside the scope of its regular Services, including additional costs that it may incur in providing the Services and pass along to You. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, fees incurred by third parties You have elected to use as payment methods, including PayPal and disputes that require legal services. These charges will be billed to the Payment Method we have on file for You. You may change Your Payment Method at any time.


You agree that You are solely liable for arranging that Your Services are renewed, and that Prospect Showcase shall not be liable to You or any third party if it is unable to charge Your Payment Method in order to renew Your Services.

Pay by PayPal

By using Prospect Showcase's pay by PayPal, Inc. (“PayPal”) option (“Pay by PayPal”), You can purchase Prospect Showcase Software and Services using PayPal. In consideration for the Software and Services purchased by You and provided to You by Prospect Showcase, You agree to allow PayPal to debit the full amount of this transaction from Your PayPal account balance or the Preferred Funding Source You established with PayPal, which is non-refundable.


It is Your responsibility to keep Your PayPal Account current, to have available funds in it and to have Your PayPal Account backed by a valid credit card. You agree that PayPal and Prospect Showcase will not be responsible for payments that fail to go through as a result of Your Funding Source no longer existing, or holding insufficient funds. If for any reason PayPal is unable to withdraw the full amount owed for the Services provided, You agree that PayPal and Prospect Showcase may pursue all available remedies in order to obtain payment. You agree that if the transaction is returned unpaid, You will pay a service charge of $25.00 or the maximum amount allowed by law, which may be debited from Your account by PayPal or charged to Your Preferred Funding Source.


By clicking the box labeled “I agree” to the terms of the Pay by PayPal terms, You authorize the information provided to be used for the creation of an electronic funds transfer (EFT), and You authorize a debit of THE FULL AMOUNT of Your order from Your PayPal Account or Preferred Funding Source.


10. REPRESENTATIONS AND WARRANTIES.

You, or the individuals who electronically execute this Agreement on behalf of You hereby represent and warrant that they have the right, power, legal capacity and appropriate authority to enter into this Agreement, and that they own and have not transferred to any other person or entity any of the rights, claims or interests that are the subject of this Agreement. You represent and warrant that You are 18 years of age or older, or that You have an agent authorized by law to represent You who is 18 years of age or older who is entering into this Agreement on Your behalf. You warrant that each action You make is being done so in good faith and that You have no knowledge of it infringing upon or conflicting with the legal rights of a third party or a third party's trademark or trade name.


Prospect Showcase expressly reserves the right to deny, cancel or transfer any domain name registration that it deems necessary, in its discretion, to protect the integrity and stability of the registry, to comply with any applicable laws, government rules or requirements, requests of law enforcement, in compliance with any dispute resolution process, or to avoid any liability, civil or criminal, on the part of Prospect Showcase, as well as its affiliates, subsidiaries, officers, directors and employees. Prospect Showcase also reserves the right to freeze a domain name during resolution of a dispute.


11. LIMITATION OF LIABILITY .

IN NO EVENT SHALL PROSPECT SHOWCASE BE LIABLE TO YOU OR ANY OTHER PERSON FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY OR PUNITIVE DAMAGES, INCLUDING LOSS OF PROFIT OR GOODWILL, FOR ANY MATTER, WHETHER SUCH LIABILITY IS ASSERTED ON THE BASIS OF CONTRACT, TORT (INCLDUDING NEGLIGENCE), BREACH OF WARRANTIES, EITHER EXPRESS OR IMPLIED, ANY BREACH OF THIS AGREEMENT OR ITS INCORPORATED AGREEMENTS AND POLICIES YOUR INABILITY TO USE THE SOFTWARE OR SERVICES, YOUR LOSS OF DATA OR FILES OR OTHERWISE, EVEN IF PROSPECT SHOWCASE HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.


Some states may not allow such a broad exclusion or limitation on liability for damages as contained herein. In such states, Prospect Showcase's liability is limited to the full extent permitted by law. You agree that in no event shall Prospect Showcase's maximum aggregate liability exceed the total amount paid by You for the particular Software or Service in dispute purchased from Prospect Showcase.


12. DISCLAIMER OF WARRANTIES .

Prospect Showcase EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NON-INFRINGEMENT. SUCH SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. PROSPECT SHOWCASE MAKES NO WARRANTY THAT ITS SERVICES WILL MEET YOUR REQUIREMENTS, OR THAT THE SERVICES WILL BE UNINTERRUPTED, TIMELY, SECURE, OR ERROR FREE, OR THAT DEFECTS WILL BE CORRECTED. PROSPECT SHOWCASE DOES NOT WARRANT, NOR MAKE ANY REPRESENTATIONS REGARDING THE USE, OR RESULTS OF, ANY OF THE SERVICES IT PROVIDES, IN TERMS OF THEIR CORRECTNESS, ACCURACY, RELIABILITY, OR OTHERWISE.


SOME JURISDICTIONS DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, IN WHICH EVENT THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU.


13. INDEMNIFICATION.

You agree to defend, indemnify and hold harmless Prospect Showcase and its contractors, agents, employees, officers, directors, shareholders, and affiliates from any loss, liability, damages or expense, including reasonable attorneys' fees, resulting from any third party claim, action, proceeding or demand related to Your (including Your agents affiliates, or anyone using Your account, software or services with Prospect Showcase whether or not on Your behalf, and whether or not with Your permission) use of the Software or Services You purchased from Prospect Showcase or Your breach of this Agreement or incorporated agreements and policies. In addition, You agree to indemnify and hold Prospect Showcase harmless from any loss, liability, damages or expense, including reasonable attorneys' fees, arising out of any breach of any representation or warranty provided herein, any negligence or willful misconduct by You, or any allegation that Your account infringes a third person's copyright, trademark or proprietary or intellectual property right, or misappropriates a third person's trade secrets. This indemnification is in addition to any indemnification required of You elsewhere. Should Prospect Showcase be notified of a pending law suit, or receive notice of the filing of a law suit, Prospect Showcase may seek a written confirmation from You concerning Your obligation to indemnify Prospect Showcase. Your failure to provide such a confirmation may be considered a breach of this Agreement. You agree that Prospect Showcase shall have the right to participate in the defense of any such claim through counsel of its own choosing. You agree to notify Prospect Showcase of any such claim promptly in writing and to allow Prospect Showcase to control the proceedings. You agree to cooperate fully with Prospect Showcase during such proceedings.


You agree to cooperate fully with Prospect Showcase during such proceedings. You agree You will not be entitled to a refund of any fees paid to Prospect Showcase if, for any reason, Prospect Showcase takes corrective action with respect to Your improper or illegal use of its Services. You also agree that if Prospect Showcase is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Site Analytics account of Yours with Prospect Showcase, that Prospect Showcase, in its sole discretion, may take whatever action Prospect Showcase deems necessary regarding further modification, assignment of and/or control of your account to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.


14. GOVERNING LAW, VENUE; WAIVER OF TRIAL BY JURY.

This Agreement shall be deemed entered into in the State of Texas. Except for disputes concerning the user of a domain name registered by Prospect Showcase, You agree that the laws and judicial decisions of Collin County, Texas, shall be used to determine the validity, construction, interpretation and legal effect of this Agreement. You agree that any action relating to or arising out of this Agreement shall be brought in the courts of Collin County, Texas. For the adjudication of disputes concerning the use of any domain name registered by Prospect Showcase, You agree to submit to jurisdiction and venue in the U.S. District Court for the District of Texas located located closest to or in Collin County Texas.


You agree to waive the right to trial by jury in any proceeding that takes place relating to or arising out of this Agreement.


15. NOTICES.

You agree that all notices (except for notices concerning breach of this Agreement) from Prospect Showcase to You may be posted on our Web site. Notices concerning breach will be sent either to the email or postal address You have on file with Prospect Showcase. In either case, delivery shall be deemed to have been made five (5) days after the date sent.


Notices from You to Prospect Showcase shall be made either by email, sent to the address provided on the Prospect Showcase web site, or first class mail to Prospect Showcase's address at:


Prospect Showcase, Inc.

Attn: Legal Counsel

6105 Windcom Ct, Suite 450

Plano, TX 75093.


16. HEADINGS.

The headings in the Agreement are descriptive only and in the event of a conflict between a heading and the underlying terms of this Agreement, the terms of this Agreement shall control.


17. ENTIRE AGREEMENT.

You agree that this Agreement including the policies and agreements it refers to constitute the complete and only Agreement between You and Prospect Showcase regarding the Services contemplated herein.


18. SEVERABILITY.

You agree that the terms of this Agreement are severable. If any part of this Agreement is determined to be unenforceable or invalid, that part of the agreement will be interpreted in accordance with applicable law as closely as possible, in line with the original intention of both parties to the Agreement. The remaining terms and conditions of the Agreement will remain in full force and effect.


19. WAIVER.

The failure of Prospect Showcase to enforce any of the provisions within this Agreement or its incorporated agreements and policies against You or others shall not be construed to be a waiver of the right of Prospect Showcase thereafter to enforce such provisions.


20. FORCE MAJEURE.

Prospect Showcase will make every effort to keep its web site and Services operational. However, certain technical difficulties and other factors outside of its control may, from time to time, result in temporary service interruptions. You agree not to hold Prospect Showcase liable for any of the consequences of such interruptions.


21. SURVIVAL.

Sections 1, 7, 10, 12, 13, 14, 15, 16, 17, 18, 19, 20, 21 and 22 shall survive any termination or cancellation of this Agreement.


22. NO THIRD PARTY BENEFICIARIES.

Nothing in this Agreement, express or implied, is intended to confer upon any third party any rights, remedies, obligations, or liabilities under or by reason of this Agreement, except as expressly provided in this Agreement.