SeaportX does not actively monitor nor does it exercise any editorial control over the content created by companies or users, message or other material or information created. However, we reserve the right to remove any material we becomes aware of that is in its sole discretion, potentially illegal, could subject SeaportX to liability, violate this Policy or is otherwise found inappropriate. The comapny and its users assume full responsibility for all content they upload or otherwise add to the SeaportX website and their subsequent catalogs and communications to other users of the SeaportX platform or website.

You and all your users agree not to post any message containing, or otherwise use, any obscene or offensive language or post anywhere else on or through the SeaportX website any material that is an invitation to fast money making schemes, defamatory, pornographic, racial, abusive or hateful, may constitute junk mail, unauthorized advertising or harassment, invades anyone's privacy, or encourages conduct that would constitute a criminal offense, give rise to civil liability, or otherwise violate any local, state, national or international law or regulation. You agree to use the Services and Information for personal or business use only and refrain from any use for unlawful purposes.

You and all your users are aware that SeaportX does not guarantee the stability or quality of the data stored on our servers. It is highly recommended that you save your data to your personal machine often and back back up copies as necessary (we recommend daily back-up). IT IS SOLELY YOUR RESPONSIBILITY TO EVALUATE THE QUALITY, ADEQUACY, ACCURACY, COMPLETENESS, CURRENTNESS, VALIDITY AND USEFULNESS OF ALL INFORMATION OBTAINED OR ACCESSIBLE THROUGH OUR SERVICES AND INFORMATION. You are aware that marketing and sales data are subject to human imperfections and that possible innacuracies may exsit and are beyond the reasonable control of SeaportX. The production of any such report or other querry on our databases does not constitute a validation of data.

You and your users agree to indemnify SeaportX, its employees, agents, and representatives, and to hold them harmless, from any and all losses, claims and liabilities (including attorneys fees) which may arise from your submissions, posting of information or deletion thereof, from your use of any of the our Services and Information or any other service and/or material obtained from or accessible through any services provided on this Site, or from your breach of these rules or any other agreement between you and SeaportX. You further agree that SeaportX is not responsible, and shall have no liability to you or anyone else, for any material posted by others, including defamatory, offensive, or illicit material, and that the risk of damage from such material rests entirely with you, your company and your users.

You and your users agree not to disrupt or interfere with SeaportX services and information or any other services provided on this site, nor to alter or tamper with any information or materials on or associated thereto.

You and your users agree not to attempt to penetrate security measures of SeaportX, whether or not the intrusion results in corruption or loss of data or was accidental or intentional.

You and your users acknowledge that you are expressly prohibited from utilizing the SeaportX services and information in connection with data mining of any kind, commercial use, the sending of unsolicited electronic mail or other forms of messages, whether commercial or not, to a large or small number of recipients. This prohibition extends to the sending of unsolicited mass mailings from another service which in any way implicates the use of the SeaportX website.

You agree to refrain from revealing your password to others or allowing others to use your SeaportX account (other than authorized users in your business).

If any part of this Policy is held invalid or unenforceable, that portion shall be construed in a manner consistent with applicable law to reflect, as nearly as possible, the original intentions of the parties, and the remaining portions shall remain in full force and effect.

Any reference made in this Policy to SeaportX shall be deemed to have been made to SeaportX, its subsidiaries, successors, assignees, affiliates as well as any company that controls SeaportX, directly or indirectly, and any other subsidiary of that controlling company.

In case of contradiction between any provision of this Policy and any provision of the SeaportX help files, the provision of this Policy shall prevail, unless the provision of the SeaportX help file reflects a narrower responsibility on behalf of SeaportX than the relevant provision of this Policy.

DEFECTIONS, DAMMAGES AND RETURNS
You understand that SeaportX requires you as a manufacture and as a user of the SeaportX platform to allow retailers and customers to return thier purchases due to damages, incorrect items, and product defections within 30 days of receipt for an exchange or a refund. Return shipping will be paid by the party responsible for the dammages and/or defects. In no circomestances with SeaportX be held liable or responsible for return shipping charges.

USER & LICENSING FEES
You understand that the SeaportX platform is not freeware or shareware and that accounts are not transferable. Payment of licensing fees authorizes you and your company to use the SeaportX platform. SeaportX will provide an electronic bill sent to the executive contact via email every thirty (30) days. All licensing fee are due at the time of recipt of bill and will be considered past due after ten (10) days. License fees will be based upon useage at the rate of 1.5% of total goods/products passed or entered into the system of which are processed according to the current and future tools availible to you the user. The license fee shall be based upon the manufacture's posted selling price at the time of the sale, whether to a retailer, manufacture, agent, representative, designer, or customer. SeaportX may also charge a flat licensing fee per container, carload, or trailerload at our sole discression as determined at the time of the account set-up or any time thereafter as mutually agreed by all parties involved.

In all cases, collected licensing fees are non-refundable. You agree that if your account is beyond ten (10) days past due, your access to SeaportX may be suspended. Suspending your access will be at the sole discression of SeaportX and any non-suspension in the event of a delinquent account status will not constitute forgivness or condoning of the past due status of your account. All accounts sixty (60) days past due may be cancelled and dammages sought including resonable atturney fees and all such fees associated with collecting the debt.

ENGAGEMENT AGREEMENT
Engagnement Agreement between SeaportX you the client (hereafter referred to as "Client") in consideration of the promises made herein and intending to be legally bound, mutually agree as follows:

Section 1.0
SeaportX is in the business of providing ecommerce, shipping, financial, and marketing tools to companies. SeaportX and Client desire to enter into a relationship where by SeaportX will provide various business services as described on SeaportX's website as they apply to the Client's business goals.

Section 1.1
It is expressly understood by and between the parties hereto that SeaportX offers no guarantee or warranty for any of the products or services offered other than the guarantee that the stated products and service shall perform as they were designed in functionality. Furthermore, SeaportX shall be held harmless for any claims that may arise from the claims of third parties, and contracted services which shall include but not be limited to advertising websites, banner networks, promotion websites, retailers, customers, manufacturers, designers, and other end clients, etc. All attorneys' fees and related legal costs arising are the responsibility of the Client. SeaportX acts only as a host/marketing/business services agent and has no liability to or makes charges of the delivery of any goods, services, or memberships offered by any third party. In addition, no guarantees or warranties are provided by SeaportX for any product, service, or membership offered by third parties.

Section 1.2
SeaportX, its employees, agents, or contractors are not considered employees of the Client and therefore are not subject to legal and customary employer-employee obligations and other such requirements germane to such relationships. SeaportX, its employees, agents and contractors are considered sub-contractors of the Client in all Client-side relationships and are exempt from any and all obligations germane to the Client's relationships with their respective clients, employers, employees and other sub-contractors.

Section 2.0
SeaportX accepts the Client as a non-exclusive engagement. SeaportX shall be allowed to accept and service additional clients even if those clients are deemed to be competitors to the Client.

Section 2.1
Client shall retain ownership of all designed and developed materials, artwork, graphics, images, code, and copy except where noted in writing and appended to this agreement. SeaportX shall retain all rights to all PHP, JavaScript, database structure, data and other dynamic code that has been developed by SeaportX unless expressly indicated otherwise in writing.

Further, Client agrees to leave SeaportX harmless from any copyright infringements with regard to the copy, materials, and all other materials provided by Client for posting on the website or included in any documentation.

Section 3.0
This agreement shall terminate only as provided in This Section, or upon the occurrence of one of the following events:

(i) At the election of SeaportX, upon (30 days prior written notice from SeaportX to the Client in the event that Client commits a material breach of this Agreement which is not cured within sixty (60) days after written notice to it; or (ii) At the election of SeaportX, upon ten (10) days prior to written notice from SeaportX to Client.

(a) In the event that the Client commits any material breech of this Agreement, or act deemed illegal, immoral, or not within the operational guidelines of SeaportX, which is not cured within thirty (30) days after written notice to it, (b) In the event that proceeding under any bankruptcy or insolvency law are commenced by or against Client, SeaportX, may choose a general assignment for the benefit of creditors to secure collection of outstanding debt.

Section 4.0
Any notice, request, demand, or other communication required or permitted hereunder shall be in writing and shall be deemed to have duly given for all purposes if personally delivered or sent by fax, overnight courier or certified mail, postage prepaid and return receipt requested, and addressed to the undersigned at his or her usual place of business.

Section 4.1
This Agreement is not assignable without the express written consent of each party.

Section 4.2
The validity, interpretation, and performance of this Agreement shall be controlled by and construed under the laws of the state of Utah, USA the state and country in which this Agreement is being executed.

Section 4.3
The terms of this Agreement are severable. Should any court or arbitrator rule that provision herein is unenforceable for any reason whatsoever; such ruling shall not affect the enforceability of the remaining provisions.

Section 4.4
Any dispute between the parties hereto arising from or related to this Agreement shall be submitted to binding arbitration before that branch of the American Arbitration Association which is located nearest SeaportX. In the event of arbitration or litigation, the party substantially prevailing shall be entitled to recover from the other party all reasonable costs incurred in conjunction therewith, including reasonable attorneys' fees.

Section 4.5
This instrument contains all of the agreements, understandings, representations, conditions, warranties, and covenants made between the parties hereto. All modifications and amendments hereto must be in writing signed by all parties hereto.

Section 4.6
SeaportX shall not be liable for delays in performance due to causes beyond its reasonable control.

Section 4.7
The failure of either party to enforce any provisions of this agreement or to require performance by the other party of any provisions hereof shall in no way be construed to be a waiver of such provisions or to affect the validity of this agreement or any part hereof, or of the right of either party thereafter to enforce each and every provision in accordance with the terms of this agreement.

Section 4.8
SeaportX agrees to host, store or otherwise have in its possession only images, content, or other forms of media provided by the client that are legally owned by and/or exclusively authorized in writing by the Client or legal owner. Failure to provide proof in writing when requested may result in suspension of service. This copyright/trademark includes metatags, keywords, content, video, images, copy and or other data stored on SeaportX servers.

Section 4.9
The Client will not host any adult images on the SeaportX servers or any content that could be interpreted to be raciest or discriminatory or copyright infringement. Violation may result in immediate termination of services.