Content Provider Terms and Conditions

PLEASE READ THE FOLLOWING CONTENT PROVIDER TERMS AND CONDITIONS. BY BECOMING A BHE-Bill PARTNER, YOU, THE CONTENT PROVIDER, AGREE TO BE BOUND BY ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT. YOU SHOULD PRINT OUT A COPY OF THIS AGREEMENT FOR FUTURE REFERENCE. IF YOU DO NOT OR CANNOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS THE BHE-BILL PARTNERSHIP AGREEMENT AND THE ACCEPTABLE USE POLICY (AUP) BELOW, YOU MUST NOT BECOME A BHE-BILL PARTNER. IF YOU ARE ALREADY A BHE-BILL PARTNER AND YOU DO NOT OR CANNOT AGREE WITH THE TERMS AND CONDITIONS OF THIS AGREEMENT, AS WELL AS THE BHE-BILL PARTNERSHIP AGREEMENT AND THE ACCEPTABLE USE POLICY (AUP) BELOW, YOU MUST CANCEL THE PARTNERSHIP AGREEMENT AS PROVIDED THEREIN AND ABIDE BY THESE TERMS AND CONDITIONS, AS WELL AS THE BHE-BILL PARTNERSHIP AGREEMENT AND THE ACCEPTABLE USE POLICY (AUP) BELOW, FOR THE DURATION OF YOUR PARTNERSHIP AGREEMENT. BHE-Bill’s AGREEMENT TO PROVIDE SERVICES TO YOU IS CONTINGENT UPON YOUR AGREEMENT TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN.

These Content Provider Terms and Conditions ("Agreement"), together with the BHE-Bill Partnership Agreement and the Acceptable Use Policy (AUP), which are hereby included by reference, contain the complete and entire terms and conditions that apply to your use of BHE-Bill’s Services (as defined below). BHE-Bill may modify the terms of these Agreements, including but not limited to the Fees (as defined below), in its sole discretion, upon thirty (30) days’ notice to you. Your continued use of the Services after the effective date of such notice constitutes your acceptance of such modifications.

Definition of Terms

"Provider" -- the individual or business entity who owns or licenses Content and enters into this Agreement with BHE-Bill for hosting services related to that Content. Provider may be considered a “primary producer” or “secondary producer” under the language of U.S.C. 2257, et seq.

"Content" -- information, data, products, services, text, graphics, video, music, entertainment, computer programs, and any other physical or electronic information, materials, or intellectual property provided to BHE-Bill by Provider, whether for sale to Customers, for marketing and promotional purposes, or for any other purpose.

"Site(s)" -- one or more interactive Internet sites maintained by BHE-Bill for the purpose of displaying and offering Content for sale to Customers.

"Customer" -- any person desiring to purchase Membership or Product from Site(s).

"Services" -- tasks performed by BHE-Bill for Provider, including but not limited to those items listed in the “Service Provided” and “Customer Support Service” sections of this Agreement, below. "Membership" -- either a one-time or recurring, fixed-dollar charge for access to a protected area of Site(s) for a specific period of time.

"Product" -- any tangible item which can be delivered physically to a Customer or Content which can be delivered electronically to a Customer, offered for sale on Site(s).

"Customer Charge" -- the dollar amount to be charged to the Customer for a purchase.

"Delivery" – (i) BHE-Bill’s act of making the Membership area of the Site(s) available to the Customer for the term of the Membership, and/or (ii) the physical delivery into the Customer’s hands of a Product.

Provider Representations and Warranties

Provider hereby represents and warrants that:

(a) Provider or its agent for the purposes of this Agreement is over eighteen (18) years of age or has reached the age of majority, and is fully capable of entering into and abiding by the terms of this Agreement.

(b) Provider is legally authorized to own and operate its Site(s).

(c) Provider has obtained all necessary regulatory approvals and certificates to provide any services it intends to offer Customers.

(d) All information submitted by Provider to BHE-Bill is true, complete, and correct in all respects.

(e) Provider will at all times operate its business and its Site(s) in compliance with all applicable laws and regulations.

(f) Provider will provide any goods and/or services for sale on its Site(s) for the price quoted, and subject to the Terms and Conditions represented, to prospective Customers on the Site(s).

(g) Provider will at all times prominently provide access to the terms and conditions governing Provider's Site(s). These terms and conditions must accurately describe the products or services offered for sale on Provider’s Site(s), the conditions under which a sale is final, and the rights a Customer has regarding the refund, cancellation, return, or termination of a membership or other transaction.

(h) Provider will at all times clearly and prominently describe the conditions on any “trial offers" or membership plans. These descriptions must fully and prominently disclose and explain whatever actions (e.g., automatic rebilling) will occur at the expiration of the trial or membership term, as well as the Customer’s options and responsibilities regarding the offer.

(i) Provider's will display on the member entry page, and on any other page of Provider’s Site(s) where a Customer can initiate any purchase or transaction, the then-current BHE-Bill graphic, linked to BHE-Bill's customer service site, together with either the paragraph below or substantially similar language:

     BHE-Bill is a reseller of services provided by this website. Please contact
     BHE-Bill with any questions regarding billing or account information.
     Please contact this website’s customer service for any other inquiries.

(k) Provider will not use BHE-Bill's services in any manner which may subject BHE-Bill to any investigation, prosecution, or legal action. In accordance with the section titled “Indemnity” below, Provider hereby agrees to indemnify and hold harmless BHE-Bill for any expense or damages resulting to BHE-Bill as a result of any such investigation, prosecution, or legal action, including any investigation, prosecution, or legal action related to record-keeping required by 18 U.S.C. 2257, et seq.

(l) Provider shall at all times comply with all applicable laws pertaining to record-keeping and labeling, including but not limited to all applicable provisions of 18 U.S.C. 2257, et seq. Provider will review 18 U.S.C. 2257, et seq., and all record-keeping provisions therein.  Provider will determine whether it is a “primary producer” and/or a “secondary producer” within the meaning of that statute, and will take all necessary steps to fully comply with that statute. Provider understands that under no circumstances will BHE-Bill provide any content or be responsible in any way for the any content provided on Provider’s Site(s), and that BHE-Bill is not and will not be a “provider” under the language of 18 U.S.C. 2257, et seq.

(m) Provider understands that it is fully responsible for the content of its Site(s) and for any advertising or promotion of Provider's products or offerings. Provider certifies and represents to BHE-Bill that it is the owner of, or that it has full rights and authority to use and disseminate, all information, data, graphics, text, video, music, or other intellectual property displayed or otherwise made available on its Web site or which is used by Provider in advertising and promotion of or on its Site(s).

(n) Provider's Site(s) will not contain:

1.   Child pornography;

2.   Anything that could be deemed obscene under applicable State or Federal law;

3.   Any pictorial or textual matter which would constitute harmful matter or an indecent communication that can be freely accessed and viewed by persons who have not attained majority or that otherwise fails to be in full compliance with 18 U.S.C. § 2257, et seq., including all record-keeping provisions therein;

4.   Any material which violates, infringes upon, or otherwise could give rise to any adverse claim with respect to the right of any person or entity, including, without limitation, copyright, trademark, service mark, trade name, patent, literary, artistic, dramatic, privacy, and any other civil, personal, and proprietary rights;

5.   Any material which depicts harm to living creatures;

6.   Any material which depicts bestiality;

7.   Any material which depicts bondage in any form;

8.   Any material which depicts the inflicting of pain;

9.   Any material which depicts domination;

10.   Any material which depicts rape or non-consentual sex acts;

11.   Any material which depicts sex with dead or dying partners;

12.   Any material which is libelous, slanderous, or defamatory;

13.   Material or communication of any kind which is harmful, violent, threatening, abusive, or hateful; or

14.   Any file or data stream which contains viruses, worms, "Trojan horses," or any other destructive features, regardless of whether damage is intended or actually results.

(o) Provider will not:

1.   Violate the letter, spirit, or intent of the FTC Act (see http://www.ftc.gov), with specific emphasis on the FTC publication "Advertising and Marketing on the Internet: The Rules of the Road" (http://www.ftc.gov/bcp/conline/pubs/buspubs/ruleroad.htm);

2.   Violate any laws, rules, regulations, or policies relating to the transmission of unsolicited commercial email (i.e., "spamming").

Indemnity

Provider agrees to indemnify and hold harmless BHE-Bill, its employees, officers, agents, and directors, for any and all fines, penalties, losses, claims, expenses (including attorney fees), or other liabilities incurred by BHE-Bill as a result of or in connection with this Agreement or either party’s performance thereunder. BHE-Bill will not assume any liability as a result of Provider's failure to follow this Agreement or any result caused by the acts, omissions, or negligence of Provider or its subcontractor, agent, or employee, including, without limitation: (i) claims of third parties arising out of, resulting from, or in connection with the Provider's products or services; (ii) any expense or damages suffered by BHE-Bill or its agents or employees, due to any failure by Provider or its agents or employees to comply with the provisions of 18 U.S.C. 2257, et seq.; or (iii) any claim for libel, slander, or violation of copyright, trademark, or other intellectual property rights.

Service Provided by BHE-Bill

Provider hereby appoints BHE-Bill as a reseller of Memberships and Products offered on Provider’s Site(s), as provided under this Agreement. Provider acknowledges that BHE-Bill is a reseller only, and that BHE-Bill does not warrant or guaranty any Membership or Product offered on Provider’s Site(s). Provider further acknowledges that BHE-Bill does not and will not provide any content to be displayed on Provider’s Site(s).

Product/Membership Sales

Provider agrees that it will clearly display Membership price and term options, and/or Product price, warranty, and delivery conditions. Each Membership term option must clearly state the length of the term and whether it automatically renews, and each Product delivery option must clearly state the time period within which Provider will deliver the Product to the transport agent for delivery to the Customer.

Provider agrees that for each purchase opportunity presented by Provider on its Site(s) to the Customer, Provider will cause the Customer to be connected to the BHE-Bill purchase form on BHE-Bill's secure server.

Processing of Customer Charges and Completion of Order Process

If the Customer Charge is approved,

    If the Customer Charge includes a Membership, BHE-Bill will:

1.   Add the Customer's username/password to the Provider's Site(s) authorization file(s);

2.   Present an approval page to the Customer’s browser which indicates the username/password which will remain valid for the Membership term and displays a link to the Provider’s Site(s);

3.   Send an order confirmation/receipt to both Provider and Customer by email; and

4.   Within 24 hours, request the capture of funds from the Customer’s chosen payment instrument.

    If the Customer Charges includes a Product, BHE-Bill will:

1.   Present an approval page to the Customer’s browser which summarizes the Product(s) ordered, total Customer Charge, delivery option selected, and anticipated delivery date;

2.   Send a confirmation receipt to the Customer by email;

3.   Send a purchase order to the Provider by email; and

4.   Request the capture of funds from the Customer’s chosen payment instruction within 24 hours of notification by Provider that the Product ordered has been delivered to the appropriate carrier for delivery to the Customer, unless Provider fails to so notify BHE-Bill within 30 days after the order is placed, in which case the Customer Charge authorization will be canceled and the funds will be released.

BHE-Bill will attempt to identify incomplete, fraudulent, unauthorized, or duplicative transactions. However, Provider understands and agrees that BHE-Bill will not incur any liability in the event that such transactions are not identified. If a transaction fails any of these tests, BHE-Bill will notify the Customer through its browser of the failed transaction and suggest corrective action where possible and appropriate. For any Customer Charge accepted by BHE-Bill, BHE-Bill will submit the Customer's authorization request to the appropriate credit instrument processor. In either event, BHE-Bill will immediately notify the Customer through the Customer’s browser of an approval or rejection.

BHE-Bill will retain information collected regarding Customer Purchases.

BHE-Bill will scan all transactions pending renewal each day and enter a Customer Charge for any automatically renewing Memberships. If a renewal fails, BHE-Bill will remove the Customer username/password from the Provider authorization file and notify both Provider and Customer by email of the failed Customer Charge.

Accounting data will be available to the Provider in the "Provider Tools" area of the BHE-Bill site and may be retrieved by Provider via the Internet.

Delivery of Goods and Services to Customers by Provider

Provider agrees to deliver to the appropriate Customers all Products and services sold by Provider’s Site(s) through BHE-Bill. In the case of Memberships for a specific term, Provider agrees to supply service as represented on Provider’s Site(s) or in other sales material for the full duration of the purchased Membership term. In the case of Products, Provider agrees to initiate delivery of Product to Customer in a timely fashion. In no case may Provider initiate the delivery of any Product more than thirty (30) days after the Product is ordered.

Customer Support Service

BHE-Bill will provide customer support service on the BHE-Bill website, through email, and through other methods that BHE-Bill, in its sole discretion, may deem feasible. Customers may request information about billing history, refund of Customer Charges, Membership cancellation, updates to account information (such as changes in credit card expiration date), status of shipment of Products ordered, and other issues of concern to Customers.

BHE-Bill shall use its reasonable best efforts to provide services at all times (24 hours per day, seven days per week, and 365 days per year); provided, however, that BHE-BILL shall incur no liability whatsoever for its failure to do so, including without limitation any direct or consequential damages resulting from such failure by BHE-Bill.  

Provider expressly authorizes BHE-Bill to provide information regarding Provider, a Customer, and/or any transaction handled by BHE-Bill, in response to requests from apparently authorized persons (whether in the form of retrieval requests or otherwise). Provider further authorizes BHE-Bill to resolve disputes involving Provider, a customer, and/or any transaction handled by BHE-Bill in any manner determined by BHE-Bill, in its sole discretion, to be fair and commercially reasonable, given all the facts and circumstances of the particular situation. BHE-Bill will attempt to resolve all Customer Service matters arising between Customer and Provider; however, BHE-Bill will not be responsible or liable in any way for claims or damages resulting from BHE-Bill's resolution of or inability to resolve any dispute or claim between a Customer and Provider. Provider expressly agrees to indemnify, defend, protect, and hold harmless BHE-Bill and its Representatives with respect to any liability arising in connection with the provision of Customer Services (including, without limitation, the delivery of information to third parties).

No License Granted to Provider

Provider is granted no rights of ownership, in whole or part, to the software and systems owned and/or operated by BHE-Bill or to software installed by BHE-Bill on Provider systems. BHE-Bill grants Provider a limited license to use certain software and systems owned and/or operated by BHE-Bill. This license is limited to the processing of transactions described on the Provider’s Site(s), and is non-assignable and non-transferable.

Payments

BHE-Bill will compile a summary of the gross amount of all Customer Charges twice each month. The first monthly summary will cover transactions made on the 1st through the 15th calendar days of the month, and the second monthly summary will cover transactions made on the 16th through the last calendar day of the month. BHE-Bill will issue a payment to Provider for the first monthly summary on the first banking day on or after the 1st of the following month and will issue a payment to Provider for the second monthly summary on the first banking day on or after the 16th of the following month.

To calculate the payment amount due Provider, BHE-Bill will multiply the gross sales total for the summary period by the then-current percentage due Provider corresponding to the gross dollar volume of sales. BHE-Bill will then subtract the gross amount of any customer credits and customer refunds recognized by BHE-Bill during the period, and will pay the final net amount to Provider.

Payment to Provider is conditional upon the receipt of funds by BHE-Bill from its card services agent(s).

BHE-Bill shall bear no responsibility for any inaccurate, incomplete, fraudulent, or duplicate transactions by Customers, nor for the use of stolen credit, charge, or debit cards.

BHE-Bill reserves the right to impose limits on the length of and/or the total charge for any Membership(s) or the total charge for a sale of any Product(s) to an individual Customer. BHE-Bill may, in its sole discretion, refuse to sell to or do business with specific Customers for any reason. BHE-Bill may, in its sole discretion, impose limits on any sales by Provider, even if such limits are more restrictive than those limits placed on other Provider, in order to reduce BHE-Bill's reasonable apprehension of risk of loss. BHE-Bill will not bear any responsibility for any losses sustained by Provider on account of such limits, including but not limited to claims for lost profits.

The sale of a Membership to a Customer by Provider represents a promise by Provider of provision of future Content. For that reason, BHE-Bill reserves the right to require the withholding of a Reserve should Customer claims during ongoing operations exceed a threshold amount determined solely by BHE-Bill. Further, BHE-Bill reserves the right to withhold any and all unpaid funds in the event that Provider is unable to continue providing services or where BHE-Bill suspects that Provider has violated or imminently will violate any term of this Agreement. In such event, Provider will receive the full amount of such withheld unpaid funds, less customer credits and refunds, six months following the date of such withholding.

Termination

Either Provider or BHE-Bill may terminate this Agreement at any time on thirty (30) days notice to the other party, unless Provider is in default under this Agreement or past due on any amount due BHE-Bill, in which case Provider may not terminate this Agreement without first curing the default, if possible, or immediately paying all past-due amounts.

BHE-Bill may terminate this Agreement at any time and without notice to Provider if BHE-Bill believes, in its sole discretion, that Provider is engaging in any activities or omissions to act which are in violation of Provider's representations and warranties as contained in this Agreement or which may be detrimental to the reputation or operation of BHE-Bill or any of its Representatives.

BHE-Bill shall have the right, in its sole discretion, to suspend processing for Provider in lieu of termination. In the event of such suspension by BHE-Bill, Provider may choose, in Provider’s sole discretion, either to remedy the cause of the suspension or terminate this Agreement. However, Provider’s decision to terminate this Agreement will not affect or eliminate any outstanding amounts owed by either party to the other.

General Provisions

Relationship Between Parties. BHE-Bill and Provider both represent that they  are independent contractors for purposes of this Agreement, and nothing in this Agreement shall be deemed to make them joint venturers or partners in the legal sense, or to make one party the employee, agent, or representative of the other party.  BHE-Bill and Provider both agree not to make any representation suggesting otherwise. Where this Agreement refers to the terms "Partner" or "Partnership" they are intended only to denote that both parties will share in the financial success of the Site(s). Both parties agree and acknowledge that BHE-Bill is not a content provider and that BHE-Bill will have no responsibility for any content or other material appearing on Provider’s Site(s) or any required record-keeping pertaining thereto.

Choice of Law. This Agreement shall be governed in accordance with the laws of the State of Georgia, without reference to conflict of laws principles.

Mandatory Binding Arbitration & Selection of Forum. Any dispute between Provider and BHE-Bill under this Agreement shall be resolved by binding arbitration held in Gwinnett County, Georgia, to be conducted by a single arbitrator mutually acceptable to the parties, applying the Commercial Arbitration Rules of the American Arbitration Association. For these purposes, by entering into this Agreement and by accepting BHE-Bill’s Services, Provider agrees to submit to personal jurisdiction in Gwinnett County, Georgia, and agrees not to contest the holding of all arbitration hearings in that County. The parties agree and require that in such proceedings, the arbitrator will award to the substantially prevailing party its reasonable attorney's fees and expenses of arbitration and will cast the entire administrative cost of such proceedings upon the losing party.

Entire Agreement. This Agreement contains the entire agreement between Provider and BHE-Bill regarding the use of BHE-Bill’s Services, supersedes all prior written and oral understandings and writings.

Agreement to Survive Termination. Unless otherwise explicitly stated within this Agreement, the provisions of this Agreement shall survive its termination.

Severability. Every provision of this Agreement is to be deemed severable, such that if any provision of this Agreement is deemed unenforceable for any reason, the remainder of the Agreement will remain enforceable.

Modification. Provider's continued use of BHE-Bill’s Services constitutes an affirmative acknowledgment of this Agreement and its modifications, and an agreement to abide and be bound by this Agreement and its modifications. At any time, Provider may view the then-current version of this Agreement at http://www.bhebill.com.

Authorization to Enter into Agreement on Provider’s Behalf. By accepting BHE-Bill's Service, Provider represents that its governing body or person(s) has read and understands fully this Agreement, and has authorized Provider's representatives, agents, or employees who are responsible for accepting the Service in such manner to execute and deliver this Agreement on behalf of the Provider, thereby binding the Provider to the terms and conditions contained in this Agreement.

BHE-Bill Partnership Agreement

The following is the BHE-Bill Partnership Agreement. By using BHE-Bill’s Services, Provider agrees to comply with the terms of this Agreement. BHE-Bill reserves the right to amend this Agreement at any time, with or without notice. However, BHE-Bill agrees to post any changes to this Agreement on the BHE-Bill Homepage (located at: http://www.bhebill.com). Provider agrees to periodically review this Agreement as modified from time to time. Provider agrees to be bound by and to this Agreement, as modified from time to time, every time Provider uses or accesses the Services. BHE-Bill, in its sole discretion, reserves the right to immediately and without recourse terminate Provider's access to the Services if BHE-Bill reasonably believes that Provider's conduct violates this Agreement.

Any capitalized terms (e.g., “Provider”) used in this Agreement not otherwise defined herein shall have the same meaning as defined by the BHE-Bill Provider Terms & Conditions.

The blanks in the Agreement applicable to any specific provider shall be construed to be filled in with the applicable values as derived from written or email documents showing the result of discussions between BHE-Bill and Provider.

This Partnership Agreement is between BHE-Bill, a trade name of Grand Tetons, Inc., and

____________________________________________________________________ ("Provider").

The purpose of this Partnership Agreement is to create and maintain an Internet web site ("The Site") and to collect fees from third parties for granting access ("Membership") to a portion of that web site ("Member Area").

The amount charged for Membership will be:

	Amount (US $)	Duration (days)	If Renews Automatically, Number of Renewal Plan
1.
2.
3.
4.
5.
6.
7.
8.

These amounts and durations may be changed from time to time by mutual agreement of the parties.

In compensation for performance of the duties of each party, ______ percent of the amount charged for each Membership will be retained by BHE-Bill. In addition, BHE-Bill will retain:

- For each refund granted or collection failure, an amount equal to Provider's share of the revenue represented by the original transaction.

- The greater of $15 for registration of each Internet domain associated with this site or the actual amount of fees charged by the domain registrar.

- Any other amounts owed to BHE-Bill by Provider, including, but not limited to, all costs of making payments to Provider.

The remainder will be paid by BHE-Bill to Provider twice monthly on the first day following the 1st and 16th of the month that BHE-Bill's bank is open for normal business. Each payment to Provider will be for Memberships collected during the second preceeding period: the first payment of the month will cover collections from the 1st through the 15th of the prior month; the second payment of the month will cover collections from the 16th through the end of the prior month.

Payments will be made to Provider in U.S. Dollars unless mutually agreed to otherwise. If payment is made in a currency other than U.S. Dollars, Provider will bear the full expense of currency conversion, including, but not limited to, exchange rate differences, conversion fees, handling fees, and the cost of BHE-Bill's handling of payment. BHE-Bill will provide to Provider a good-faith estimate of such expenses on request.

Payment will be made to Provider by such means as shall be mutually agreed upon. If payment is made by any method other than bank check delivered by first class postal mail, Provider will bear the full expense of the chosen method, including, but not limited to, bank fees, wire transfer fees, processing fees, delivery costs, and the cost of BHE-Bill's handling of payment. BHE-Bill will provide to Provider a good-faith estimate of such expenses on request.

BHE-Bill will:

- Provide web hosting services consisting of computer storage, a web server, and Internet access to the server through standard HTTP protocols. BHE-Bill may limit the amount of computer storage as well as the throughput of Internet access not associated with the Member Area.

- Collect fees for Memberships at the rates provided in this Partnership Agreement.

- Provide customer support to those who have purchased Memberships, including assistance with access to the web site and response to questions about Membership charges.

- Except as otherwise provided for in this Partnership Agreement, bear all costs of billing and collections.

- Manage access to the Member Area, limiting access by password or other means to those who hold a current Membership and to any others to whom BHE-Bill may choose to grant access. Non-Membership access will be limited to those required for promotional, demonstration, sales, customer service, and management purposes.

- Provide reports detailing the basis of each payment to Provider.

- Provide reports of access to the web site.

- Provide means for cancellation of renewing Memberships up to the day prior to renewal.

- Employ the most commercially-feasible methods to limit fraudulent Memberships and refunds, the determination of methods to be at BHE-Bill's sole judgement.

- Determine in its sole judgement the circumstances under which a refund will be granted, the amount of any refund, and if a Membership period should be extended.

- Provide the means for Provider to deliver content for the web site, the specific means to be agreed upon by the parties.

- Review all content provided by Provider for availability through the web site and determine, at its sole discretion, which content to make available. BHE-Bill's decision will be based on, but not limited to, whether the content appears to comply with all applicable laws and regulations and whether all appropriate documentation regarding this content has been received.

- Register any Internet domain names associated with the web site and provide the Domain Name Service required to allow Internet users to access the web site.

- Include any Internet domain names associated with the web site in BHE-Bill's directory of web sites.

[The following (choose one) DOES/DOES NOT apply]
- Design, or provide, and maintain all web pages, CGI scripts, and other software required for proper operation of the web site.

Provider will:

- Provide content on a regular basis, such content to consist of ______________________________________________________________________ of no less quality/dimensions than ___________________________________ provided at least ___ every ____ weeks and of ______________________________________________________________________ of no less quality/dimensions than ___________________________________ provided at least ___ every ____ weeks.

- Provide with all content all documentation required to comply with all applicable laws and regulations.

Both parties have full rights of ownership and copyright to all content provided by Provider under this Partnership Agreement. During the term of this Partnership Agreement, BHE-Bill has the exclusive right to the use of this content. However, BHE-Bill will not unreasonably withhold permission for Provider to use this content in any manner that does not conflict with the purpose of this agreement and does not materially reduce its value to BHE-Bill.

In the event of termination, both parties may continue to use the content provided prior to termination in any manner not detrimental to the reputation or business interests of BHE-Bill.

BHE-Bill shall have rights only to content actually provided under this Partnership Agreement and shall have no rights to any other products or property of Provider.

Provider shall have no rights to any trademarks, trade names, computer programs, web pages, facilities, software, or other property, goods, or services of BHE-Bill, its licensees, and its contractors, whether provided under this Partnership Agreement or at any other times or by any other means, except as provided for in this Partnership Agreement.

Either party may terminate this Partnership Agreement on 30 day notice to the other party, unless Provider is in default under this Partnership Agreement or past due on any amount due BHE-Bill, in which case Provider may not terminate this Partnership Agreement without first curing the default, if possible, or immediately paying all past-due amounts.

BHE-Bill may terminate this Partnership Agreement on no notice for violation of this Partnership Agreement or of the "Content Provider Terms and Conditions" and "Acceptable Use Policy" as made available on our web site and made part of this Partnership Agreement. The terms of this Partnership Agreement shall govern in the event of any conflict between the terms of this Partnership Agreement and the "Content Provider Terms and Conditions" or "Acceptable Use Policy."

Any Internet domains registered for the web site that is the subject of this Partnership Agreement will be registered to and owned by BHE-Bill or another trade name of BHE-Bill's parent corporation. On termination of this Partnership Agreement and on request of Provider, BHE-Bill will institute through normal domain registrar procedures a transfer of domain ownership to such name as may be designated by Provider. However, transfer will not be initiated until the later of the date this Partnership Agreement terminates or the date when all obligations of Provider under this Partnership Agreement have been met.

All provisions of this Partnership Agreement shall be interpreted under the laws of the State of Georgia, United States of America.

Any disputes will be submitted to binding arbitration to be conducted by a single arbitrator mutually acceptable to the parties, applying the Commercial Arbitration Rules of the American Arbitration Association. For these purposes, by entering into this Partnership Agreement, Provider agrees to submit to personal jurisdiction in Gwinnett County, Georgia, and agrees not to contest the holding of all arbitration hearings in that County. The parties agree and require that in such proceedings, the arbitrator will award to the substantially prevailing party its reasonable attorney's fees and expenses of arbitration and will cast the entire administrative cost of such proceedings upon the losing party.

The terms of this Agreement may be changed by either party on 30 days notice. Any change in terms will not affect payment terms for amounts billed prior to the change. In no event will a change in terms affect ownership of content.

Should any part or provision of this Partnership Agreement or any associated agreement between the parties be held invalid by a court of law or other action, all remaining provisions shall still remain in full force.

Any notices required to be given under this Partnership Agreement will be deemed to have been given on the date of proof of delivery to the party's last known address or on the date of an e-mail receipt that the e-mail has actually been read by the last known e-mail address of the party.

By accepting BHE-Bill's Service, Provider represents that its governing body or person(s) has read and understands fully this Agreement, and has authorized Provider's representatives, agents, or employees who are responsible for accepting the Service in such manner to execute and deliver this Agreement on behalf of the Provider, thereby binding the Provider to the terms and conditions contained in this Agreement.

Acceptable Use Policy

The following is BHE-Bill’s Acceptable Use Policy (AUP). By using BHE-Bill’s Services, Provider agrees to comply with the terms of this AUP. Provider also agrees to require its end users to comply with this AUP. BHE-Bill reserves the right to amend this AUP at any time, with or without notice. However, BHE-Bill agrees to post any changes to this AUP on the BHE-Bill Homepage (located at: http://www.bhebill.com). Provider agrees to periodically review this AUP as modified from time to time. Provider agrees to be bound by and to this AUP, as modified from time to time, every time Provider uses or accesses the Services. BHE-Bill, in its sole discretion, reserves the right to immediately and without recourse terminate Provider's access to the Services if BHE-Bill reasonably believes that Provider's conduct or the conduct of Provider’s users violates this AUP.

Any capitalized terms (e.g., “Provider”) used in this AUP not otherwise defined herein shall have the same meaning as defined by the BHE-Bill Provider Terms & Conditions.

NO UNLAWFUL OR PROHIBITED USE

As a condition of Provider's use of the Services, Provider will not use the Services, nor permit any of its users to use the Services, for any purpose that is unlawful or otherwise prohibited by this AUP. Provider may not use the Services, nor permit any of its users to use the Services, in any manner that could (1) damage, disable, overburden, or otherwise impair any of the services offered by BHE-Bill or any third party, or (2) interfere with any party’s use or enjoyment of any of BHE-Bill’s Services. Provider may not itself attempt, nor permit any of its users to attempt, to gain unauthorized access to any Services, other accounts, computer systems or networks connected to BHE-Bill's network through hacking, password mining, or any other means. Neither Provider nor its users may use the Services to obtain or attempt to obtain by any means, any materials or information not intentionally made available to the person or entity attempting to access such materials or information..

USE OF SERVICES

The Services are designed to enable Provider and its users to communicate with others via the Internet. Provider agrees to use the Services, and to require its users to use the Services, only to post, send, and receive messages and material that is proper and, when applicable, related to the particular Service.

Without limitation, PROVIDER AGREES, REPRESENTS, AND WARRANTS that when Provider or its end users use a Service, Provider and its end users will not:

A. Use the Service in connection with any unlawful contest, lottery, gambling enterprise, pyramid scheme, chain letter, junk email, spamming, or any duplicative or unsolicited messaging (commercial or otherwise).

B. Defame, abuse, harass, stalk, threaten, or otherwise violate the legal rights (such as, without limitation, the rights of privacy and publicity) of another.

C. Publish, post, upload, distribute, traffic, or disseminate any defamatory, obscene, or otherwise unlawful content, such as, without limitation, child pornography.

D. Publish, post, upload, distribute, or disseminate any topic, name, material or information likely to incite discrimination, hate, or violence towards any person or group due to race, religion, nationality, or any other shared characteristic, or which insults the victims of crimes against humanity by contesting the existence of those crimes.

E. Upload, or otherwise make available, files containing images, photographs, software, or other material protected by intellectual property laws, including, without limitation, copyright or trademark laws, or protected by rights of privacy or publicity, unless Provider or its user(s) own or control the rights thereto or have permission from the rights owner to use the files.

F. Use the Services to make available any material or information, including without limitation images or photographs, in any manner that infringes upon any copyright, trademark, patent, trade secret, or other proprietary right belonging to any party.

G. Use the Services to upload files that contain viruses, Trojan horses, worms, time bombs, cancelbots, corrupted files, or any other similar software or program which could damage the operation of another’s computer or property.

H. Use meta tag searches on any Site(s).

I. Use the Services to Download any file that Provider or its user knows, or reasonably should know, cannot legally be distributed in such manner.

J. Falsify or delete any author attribution, legal or other proper notice, proprietary designation, or labels of the origin or source of software or other material contained in a file uploaded through use of the Services.

K. Restrict or inhibit any other user’s ability to use or enjoy the Services.

L. Violate any code of conduct or other guideline applicable to any particular website or service.

M. Use the Services to harvest or otherwise collect information about others, including but not limited to e-mail addresses, except as needed by Provider to operate its Site and as permitted in its Site’s privacy policy (if any).

N. Use the Services to violate any applicable law or regulation.

O. Use the Services to create, maintain, or perpetuate a false identity for the purpose of misleading others.

P. Use, download, copy, or provide, whether or not for a fee, to a person or entity, any directory of users of the Services or other user or usage information or any portion thereof.

Q. Use the site to post or allow to be posted any content or material as to which Provider and/or any other responsible party is not in complete compliance with all applicable statutes regarding record-keeping, including but not limited to 18 U.S.C. 2257, et seq.

BHE-Bill reserves the right, at all times and in its sole discretion, to disclose to the proper party any information BHE-Bill deems necessary to satisfy any applicable law, regulation, legal process, or governmental request, or to edit, refuse to post, or remove any information or materials, in whole or in part.

BHE-Bill does not control or endorse the content, messages, or information found on any Site and, therefore, BHE-Bill specifically disclaims any and all liability arising from the use of the Services by Provider or any of its users, and from any legal action resulting from the activities of Provider or any user on or in connection with any Site.

MATERIALS PROVIDED TO BHE-Bill FOR POSTING

BHE-Bill does not claim ownership of any materials provided to BHE-Bill to be posted, uploaded, inputted, or submitted to any Site or through use of the Services ("Submission"). However, by posting, uploading, inputting, providing, or submitting ("Posting") any Submission, Provider grants BHE-Bill permission to use such Submission in connection with Provider's site, including, without limitation, the license rights to: (i) copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate, and reformat the Submission; (ii) publish Provider's name in connection with the Submission; and (iii) sublicense such rights to any supplier of Services. In no event shall BHE-Bill be considered a “provider” as that term is used in 18 U.S.C. 2257, et seq.

No compensation will be paid for BHE-Bill’s use of any Submission as provided herein. BHE-Bill is under no obligation to post or use any Submission, and BHE-Bill may remove any Submission at any time, in its sole discretion and without notice.

BHE-Bill will not accept for Submission any content or materials which would cause BHE-Bill to be considered a “provider” under the language of 18 U.S.C. 2257, et seq.

By Posting a Submission, Provider warrants and represents that it owns or otherwise controls all of the rights to use the Submission as described in this AUP, including, without limitation, all the rights necessary to provide, post, upload, input, or submit the Submission.

RECORD KEEPING

With respect to all content appearing on Provider's website, Provider represents and warrants that:

(a) All such content complies with Title 18 of the United States Code, Section 2257;

(b) Provider shall take all necessary steps during the time in which Provider receives the Services to comply with Section 2257; and

(c) All models depicted on Provider's site are over the age of eighteen (18) years, and Provider is in complete compliance with the record-keeping requirements of 18 U.S.C. 2257, et seq., with respect to all such models.

TERMINATION/ACCESS RESTRICTION

BHE-Bill has no obligation to monitor the Services or their content. However, BHE-Bill reserves the right, in its sole discretion, to review any materials posted to the Services and to remove any materials. BHE-Bill reserves the right, in its sole discretion, to terminate Provider's access to any or all Services and the related services, or any portion thereof, at any time and with or without notice, for violation of this AUP. Provider's rights and obligations upon termination of any Service are governed by the BHE-Bill Content Provider Terms and Conditions Agreement. Upon termination of the Services, Provider's right to use the Services or any other BHE-Bill facilities shall immediately cease. BHE-Bill shall have no obligation to maintain any content or to forward any messages to Provider or any third party after termination of Provider’s access to the Services.

NO SPAM; DAMAGES

BHE-Bill reserves the right to immediately terminate any account which BHE-Bill believes, in its sole discretion, is being used to transmit spam or other unsolicited commercial or bulk e-mail, or is otherwise connected with the transmission thereof. In addition, in recognition of the fact that damages from such activities are often difficult to quantify, Provider hereby agrees that if actual damages cannot be reasonably calculated, Provider will pay BHE-Bill liquidated damages of $5 for each piece of spam or unsolicited bulk email transmitted from or otherwise connected with Provider's account. Otherwise, Provider agrees to pay BHE-Bill’s actual damages, to the extent such actual damages can be reasonably calculated.

Provider agrees to comply with all applicable laws regarding commercial or bulk e-mail, including without limitation, all applicable notice requirements and "do not contact" requests.