NetBiz Facebook Services Agreement

This "Services Agreement" is between NetBiz, Inc. ("NetBiz"), an Oregon corporation located at 19801 SW 72nd Avenue, Suite 300, Tualatin OR 97062, USA and each customer that orders any Facebook services, deliverables, other Facebook products, or related products (collectively, the "Products"), reference to which may be made as a "specific Product" in an "Appendix" of NetBiz's general "NETBIZ TERMS AND CONDITIONS".

1. Overview. The terms "you" and "your" refer to the person that places an Order for a Product. The term "Order" means an order that you place through a NetBiz website, via email, or that an authorized representative of NetBiz completes on your behalf as you instruct over the telephone. Your Order, this Services Agreement, and the NetBiz Terms and Conditions all apply to the Products you have purchased. To the extent there is a conflict among or between any the Order, this Facebook Services Agreement, or the NetBiz Terms and Conditions, they will govern in the following order of precedence:
   (a) the Order, (b) the Facebook Services Agreement, and (c) the NetBiz Terms and Conditions.
2. Administrative Access. NetBiz Facebook Services may require that you authorize and provide to NetBiz administrative access to accomplish the fulfillment and functionality of the Products that are specified in your Order. Depending upon the Products you have purchased, you agree to do one or more of the following, which will be specified in your Order:
   1. Authorize NetBiz to create and manage Facebook user profiles on your behalf.
   2. Authorize NetBiz to create and manage local business pages, brand/product/organization pages, artist/band/public figure pages, and other Facebook "Fan", "Like", "Official" pages, community pages and any variations of such pages on your behalf.
   3. Authorize NetBiz to create Facebook social groups, on your behalf.
   4. Agree to grant NetBiz staff administrative access to local business pages, brand/product/organization pages, artist/band/public figure pages, and other Facebook "Fan", "Like", "Official" pages, community pages and any variations of such pages, as needed by NetBiz to provide services to promote your business.
   5. Agree to grant administrative access to NetBiz employees and contractors when necessary and requested by NetBiz in writing. You acknowledge that failure to do so will interfere with NetBiz's ability to deliver your purchased Products. NetBiz will not be held liable for non-delivery of Products due to insufficient account access privileges.
   6. Agree to accept all offered administrative privileges related to your purchase, where relevant to your Product and as offered by NetBiz, within 5 days of NetBiz notifying you of privileges availability. If you fail to accept administrative privileges within 5 days of notification of their availability, NetBiz may take any action deemed prudent by its officers, including but not limited to deleting, maintaining, refusing to maintain, or taking any other action regarding all Products sold to you or created by NetBiz on your behalf.
3. Third Party Products. In some cases, NetBiz is a reseller of goods, services and information ("Third Party Products") provided by Facebook and other suppliers that are not affiliates of NetBiz ("Third Party Suppliers"), and some of the Products may be, or may include, Third Party Products. Those Third Party Suppliers may require that you consent to terms and conditions that differ from or are in addition to those in this Agreement. With respect to all Third Party Products, those terms and conditions will govern the respective Third Party Products. Any warranties related to Third Party Products are those of the Third Party Supplier, and not of NetBiz. NETBIZ IS NOT RESPONSIBLE FOR AND WILL NOT HAVE ANY LIABILITY WITH RESPECT TO ANY THIRD PARTY PRODUCTS. If a Third Party Supplier ceases to make any Third Party Products available to NetBiz on reasonable terms, NetBiz may, without penalty or premium, stop offering those Third Party Products and the Products that rely on those Third Party Products. YOU RELEASE NETBIZ FROM ANY LIABILITY RELATED TO OR ARISING FROM ANY THIRD PARTY PRODUCTS OR TO ANY THIRD PARTY SUPPLIERS.
4. DISCLAIMERS AND LIMITATIONS.
   1. ALL PRODUCTS ARE PROVIDED ON AN "AS IS," AND "AS AVAILABLE" BASIS EXCEPT AS OTHERWISE PROVIDED IN THIS AGREEMENT, AND YOUR USE OF THE PRODUCTS IS SOLELY AT YOUR OWN RISK. YOU WILL BE SOLELY RESPONSIBLE FOR ANY DAMAGE TO YOUR COMPUTER SYSTEM OR LOSS OF DATA THAT RESULTS FROM YOUR USE OF THE PRODUCTS OR THE DOWNLOADING OF ANY MATERIAL AND/OR DATA FROM ANY SOURCE PROVIDED BY NETBIZ, A THIRD PARTY SUPPLIER, OR THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS. NETBIZ, ON ITS OWN BEHALF AND ON BEHALF OF THE THIRD PARTY SUPPLIERS AND THEIR RESPECTIVE LICENSORS AND OTHER CONTRACTORS, EXPRESSLY DISCLAIMS ALL WARRANTIES OF ANY KIND, WHETHER EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, COURSE OF DEALING AND USAGE IN THE TRADE.
      
      WITHOUT LIMITING THE PRECEDING, NEITHER NETBIZ NOR THE THIRD PARTY SUPPLIERS OR THEIR RESPECTIVE LICENSORS OR OTHER CONTRACTORS WARRANT THAT THE PRODUCTS (a) WILL BE SUITABLE FOR OR WILL MEET YOUR EXPECTATIONS OR REQUIREMENTS; (b) WILL BE EFFECTIVE OR WILL ACHIEVE ANY PARTICULAR RESULTS OR BUSINESS OBJECTIVES; (c) WILL BE UNINTERRUPTED, TIMELY, SECURE, RELIABLE, ERROR FREE OR FREE OF VIRUSES OR OTHER HARMFUL OR DISABLING CODE OR WILL OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; OR (d) WILL INCLUDE OR GENERATE INFORMATION THAT IS ACCURATE OR RELIABLE. TO THE EXTENT ANYONE AT NETBIZ PURPORTS TO MODIFY THESE LIMITATIONS, YOU MAY RELY ON THAT MODIFICATION ONLY IF IT IS DESCRIBED IN REASONABLE DETAIL IN WRITING AND HAS BEEN SIGNED BY AN OFFICER OF NETBIZ. [SOME STATES DO NOT ALLOW THE EXCLUSION OF CERTAIN WARRANTIES, AND SOME OF THE EXCLUSIONS IN THIS AGREEMENT MAY NOT APPLY TO YOU.]
   2. Neither NetBiz, the Third Party Suppliers nor their respective licensors and other contractors will have any liability, and they expressly disclaim any responsibility, for any losses, damages, liabilities, costs or expenses, resulting from or relating to: (a) access delays or access interruptions; (b) data non-delivery or data miss-delivery; (c) force majeure events; (d) the unauthorized use or misuse of your log-on information; (e) errors, omissions, or misstatements in, or your inability to use, any Products; (f) the deletion of or failure to store email messages; (g) the development or interruption of your website; and (h) limitations, incompatibilities, defects, or other problems inherent in xml, xkms, or any other standard that is not controlled solely by NetBiz.
   3. TO THE EXTENT PERMITTED BY LAW, ANY CLAIM OR CAUSE OF ACTION ARISING OUT OF OR RELATED TO ANY PRODUCTS OR THIS AGREEMENT MUST BE FILED WITHIN ONE YEAR AFTER THAT CLAIM OR CAUSE OF ACTION AROSE OR THAT CLAIM WILL BE FOREVER BARRED.
   4. NEITHER NETBIZ, THE THIRD PARTY SUPPLIERS NOR THEIR RESPECTIVE LICENSORS OR CONTRACTORS WILL BE LIABLE FOR ANY LOST PROFITS, LOSS OF USE, COST OF CURE, OR FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES EVEN IF NETBIZ HAS BEEN ADVISED OF THE POSSIBILITY OF THOSE DAMAGES. NETBIZ'S ENTIRE LIABILITY, AND YOUR EXCLUSIVE REMEDY, IN LAW, IN EQUITY OR OTHERWISE, WITH RESPECT TO ANY PRODUCT, NETBIZ'S NEGLIGENCE AND/OR ITS BREACH OF THIS AGREEMENT, IS LIMITED TO THE AMOUNT YOU PAID FOR THE PRODUCT GIVING RISE TO THE CLAIM DURING THE 12 MONTHS PRECEEDING THE DATE THE CLAIM AROSE. [TO THE EXTENT THAT A STATE DOES NOT PERMIT THE EXCLUSION OR LIMITATION OF LIABILITY DESCRIBED IN THIS SECTION, NETBIZ'S LIABILITY IS LIMITED TO THE EXTENT PERMITTED BY LAW IN THOSE STATES.]
   5. None of the preceding disclaimers, exclusions or limitations will apply to (a) your failure to pay the fees and other charges for the Products, and any attorney fees incurred by NetBiz in connection with the collection of those amounts; or (b) amounts paid or payable to unrelated third parties under the Indemnity of this Services Agreement and related defense costs.
5. Indemnity.
   1. NetBiz will release, indemnify, defend and hold harmless you and you agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "Customer Indemnitees") from all liabilities, claims, damages, costs and expenses, including reasonable attorney fees and expenses (each, an "Indemnified Loss"), relating to or arising out of (a) NetBiz's breach of this Agreement [or negligence], and (b) infringement of the Products (other than Third Party Products) of any copyrights.
   2. You will release, indemnify, defend and hold harmless NetBiz, the person providing the Third Party Services and any of their licensors, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns (collectively, the "NetBiz Indemnitees") from all Indemnified Losses, relating to or arising out of (a) your breach of this Agreement or negligence; (b) a claim by any person providing Third Party Products; (c) the inclusion of any other person's trademarks in any metatags or other elements of a Product; (d) any comments, documents or other content that any persons posts on your website, on your Facebook pages, or on any other public electronic forum associated with you, your goods, services or other products; (e) any internet piracy, account inaccessibility, fraudulent content posting, social network interactions, actions of Facebook users, inaccurate ad serving by Facebook, and other Facebook related issues; (f) any content posting including promotional updates, posts, links, videos, images, ad texts, or other information created or promoted by NetBiz; or (e) any goods, services, information, material or content on your website or on your Facebook.
   3. You will release, indemnify, defend and hold harmless NetBiz any of their licensors, contractors, agents, employees, officers, directors, shareholders, affiliates and assigns from all Indemnified Losses, relating to or arising out of changes in Facebook's advertising policies, products, and services. Including but not limited to removal of business pages, social groups, or other business related profiles by Facebook for any reason.
   4. As a condition to receiving the protections described in this Section 5, the person entitled to those protections (the "Indemnitee") must (a) provide the party obligated to provide those protections (the "Indemnitor") prompt notice of any claim that might give rise to an Indemnified Loss (except that failure to give prompt notice will not limit, impair or otherwise affect the Indemnitee's rights unless the Indemnitor is prejudiced by that failure, and then only to the extent of the prejudice); and (b) give the Indemnitor full and complete authority (including settlement authority), information and assistance for the defense of that claim; and neither party will settle any such claim without the other party's prior written consent except that the Indemnitor may enter into a settlement agreement as long as it includes a full and final release of all claims against the Indemnitee, does not admit fault or liability by the Indemnitee and does not impose any continuing obligations on the Indemnitee.
6. Payment for service.
   1. You must pay the fees NetBiz charges for NetBiz Products in advance of their delivery.
      1. Some Products NetBiz provides require a single, one-time payment. You will know if your Product will be delivered for a single payment by referring to your Order. In most circumstances fees for these services/products must be paid by credit card at the time you place your Order. Your Order will inform you of whether the Product you purchased is subject to a nominal maintenance or subscription fee that requires a monthly payment by credit card.
      2. Some Products NetBiz provides on a month-to-month basis, under a long-term contract for a period of months, or is subject to a nominal maintenance or subscription fee. You will know if your Product is in this category by referring to your Order. For month-to-month Products, or monthly maintenance/subscription Products, you agree to pay the monthly fee each month on the same date each month. For a long-term contract you must refer to your Order to determine payment terms. For example, Facebook advertising and marketing services are month-to-month and you agree to pay by credit card on an automatic monthly recurring basis in advance of the delivery of the services.
   2. For Products that require monthly payments, your monthly recurring bill date is not the date on which you place your Order with NetBiz, but instead is the date on which NetBiz notifies you that your Order has been fulfilled.
   3. Monthly fees are non-refundable regardless of reason or circumstance.
7. Termination of service or Product.
   1. You may terminate your month to month Product with NetBiz by sending a cancellation notice to confirm@netbiz.com at least 10 days prior to the next recurring bill date.
   2. NetBiz agrees to make a good faith effort to transfer administrative privileges within 10 business days of termination of service.
   3. You agree to accept administrative privileges from NetBiz or, when relevant, through the Facebook interface within 10 days of termination of service. If you fail to accept administrative privileges within 10 days of cancellation of services, NetBiz may take any action deemed prudent by its officers, including but not limited to deleting, maintaining, refusing to maintain, or taking any other action regarding all applications, Facebook local business pages, brand/product/organization pages, artist/band/public figure pages, and other Facebook "Fan", "Like", "Official" pages, community pages, social groups, events and any variations of such pages created by NetBiz on your behalf.
   4. You agree to hold NetBiz harmless and release NetBiz from liability resulting from failure to maintain control of Facebook marketing profiles or properties after termination of service with NetBiz.
8. Product Changes. NetBiz, at its sole discretion, may modify, delete, or cease to support the Products. If we decide to do this we will give you at least 30 days notice of our change date.
9. Headings. The descriptive headings of the paragraphs of this Agreement are inserted for convenience only and shall not affect in any way the interpretation of this Agreement.