Home
Contact Us

TERMS OF SERVICE

Wholesale Account

August 28, 2026

IMPORTANT. THIS IS A LEGAL AGREEMENT (THE “AGREEMENT”) BETWEEN YOUR COMPANY (“YOU” OR “COMPANY”) AND THE PROVIDER ENTITY IDENTIFIED IN THE APPLICABLE ORDER FORM OR INVOICE. “PROVIDER,” “WE,” “OUR,” OR “US” MEANS WHOLESALE NEWS, INC., HW MEDIA, INC., AND EACH OF THEIR RESPECTIVE AFFILIATES, PARENTS, SUBSIDIARIES, AND PREDECESSORS (EACH, A “PROVIDER ENTITY”). ALL OF OUR WHOLESALE CUSTOMERS AND RESELLERS THAT RECEIVE, RESELL, OR PROVIDE USENET SERVICES TO END USERS MUST COMPLY WITH AND WILL BE BOUND BY THESE TERMS.

APPLICATION. These Terms apply to and bind: (a) every wholesale customer, reseller, and account holder of any Provider Entity that receives, resells, or distributes the Services; (b) every Order Form, invoice, quotation, or other ordering document issued by or executed with any Provider Entity that references these Terms or a Provider Entity’s terms of service, whether issued or executed before, on, or after the date of these Terms; and (c) each End User to the extent provided herein. These Terms apply severally as between Company and the Provider Entity that is party to the applicable Order Form or Invoice; no Provider Entity is liable for the obligations of any other Provider Entity, and any right granted to Us hereunder may be exercised by the applicable Provider Entity or by any Provider Entity on its behalf.

WE RESERVE THE RIGHT TO MODIFY THESE TERMS AT ANY TIME. MODIFICATIONS ARE EFFECTIVE UPON POSTING TO THIS PAGE AND YOUR CONTINUED USE OF THE SERVICES AFTER SUCH NOTICE CONSTITUTES ACCEPTANCE OF THE MODIFIED TERMS. YOU UNDERSTAND AND AGREE THAT IT IS YOUR OBLIGATION TO REVIEW THESE TERMS FROM TIME TO TIME IN ORDER TO STAY CURRENT ON RULES AND OBLIGATIONS.

We are a “service provider” (as that term is defined under 17 United States Code Sections 512(k)(1)(A) & 512(k)(1)(B)) providing Usenet to internet service providers and to our own subscribers (hereafter the “Service” or “Services”). We will provide the Services to the entity (the “Company”) on whose behalf you executed the separate written agreement that covers fees and service terms (“Order Form”).

  1. Usenet Service

    We will provide to Company’s subscribers (“End Users”) access to all Usenet groups carried by the Service via servers accessed through your domain name. Company shall only be permitted to resell the Services to End Users. Company acknowledges and agrees that Services shall not be sold to another reseller or supplier. We may adjust the Usenet groups we carry at any time and in our sole discretion. Company shall specify a range of IP addresses which may access the Service, which range, together with the authentication credentials We issue or register for Company’s account, constitutes Company’s “Registered Access Parameters.” We will not be responsible for providing the Company or End Users with any internet service, software, hardware, bandwidth or other connection to access the Services, all of which shall be the responsibility of the Company or its End Users. We may deny access to any End User who attempts to access the Service if such access would cause the number of End Users’ simultaneous connections to exceed the amount set forth in an order form which we accepted or if the number is potentially harmful to our Services or pursuant to the invoice sent by us to the Company (the “Invoice”). Company acknowledges and agrees that we shall be the exclusive provider of Wholesale Usenet Services to Company on a worldwide basis during the term of any agreement between Provider and Company for Usenet Services. Company shall not be allowed to acquire or consolidate any UseNet services without the written consent of Provider while it is receiving UseNet services from Provider.

  2. Content & Your Responsibilities

    Company agrees that any content distributed through the Service by the Company and the End Users: (a) shall not infringe on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy; (b) shall not violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control); (c) shall not be defamatory, libelous, unlawfully threatening or unlawfully harassing; (d) shall not be obscene or contain child pornography or, if otherwise pornographic or indecent, shall be distributed only to people legally permitted to receive such files; (e) shall not violate any laws regarding unfair competition, anti-discrimination or false advertising; (f) shall not contain any viruses, Trojan horses, worms, time bombs, or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; and (g) shall be in compliance with this Terms of Service and Acceptable Use Policy. Company covenants and agrees that it will not allow any End User to access the Service through a redirect or redirect any End User login or account to access the Service. At Company’s own expense, it shall comply with all applicable laws, regulations, rules, ordinances, and orders regarding its activities related to the Services and this Agreement.

  3. Spam

    There is not any specific definition of “spam”, however, We consider improper and abusive posting as a detriment to all users of the Service. We consider spam to be any message which does any of the following: imposes an unreasonable or disproportionately large load on our infrastructure; is of a commercial nature; solicits entry into a web page; promotes or solicits the services of a business, charity or person; contains a file which is labeled with a URL address; promotes or offers a product or service; is a repeated posting; or solicits people to purchase or sell anything. We do not tolerate any spam. While We make attempts to prevent spam, We cannot guarantee that the Service will be spam-free. We may deploy automatic word and “Spam” filters that may terminate your postings and those of End Users without delivering them. The Company agrees to make commercially reasonable efforts to prevent the use or spread of spam through its own service and through the Services We provide. We may terminate access to any End User who is engaged in spamming or posting any spam to the Service and We may prevent such End User from accessing the Service. Furthermore, if We determine that an End User has engaged in spamming, We may charge Company a spam clean-up charge.

  4. Copyright

    The Service must not be used to transmit or store copyrighted works of others without their permission or violate any person’s copyright or other proprietary rights in any form or fashion. If We determine that an End User, through his/her use of the Service, has infringed or may be infringing on anyone else’s proprietary rights, including without limitation, violating another’s copyright, We shall, among other rights, terminate that End User’s account and deny the End User access to the Service. In addition, if the Company does not: (i) terminate the account of an End User or cooperate with Provider in terminating access to an End User who has violated another’s copyright; (ii) implement a policy (“DMCA Policy”) dealing with copyright infringement and notification consistent with the terms of the Digital Millennium Copyright Act of 1998 (“DMCA”); or (iii) comply with or enforce the terms of its DMCA Policy, We may, in our sole discretion, terminate this Agreement and all End Users’ access. Upon receiving proper notification pursuant to the DMCA that information that is on the Service (including information an End User may have posted), is infringing another’s rights, We may remove or block access to the material identified in that notification. If an End User has posted the information that is the subject of such notification, We may notify the Company and/or the End User that such material has been removed or access to the material has been disabled. Upon receiving such notification, Company shall take reasonable steps promptly to notify the End User to whom such notification applies that such material has been removed or access to the material has been disabled. Company agrees that it will maintain a Repeat Infringer Database at all times.

  5. Illegal and/or Offensive Posts.

    We may also, in our sole discretion, terminate any End User’s access if such End User, in our sole discretion, has been involved in transmitting, storing or using any of the following: access codes, credit card numbers, measures used to defeat identification or protection of copyrighted materials or other similar information; chain letters, pyramid schemes, or any other scheme in which people are recruited to make payments to others while expecting to receive payments from people who are recruited below them; child pornography, or any other illegal, offensive or inappropriate content. We are required and will notify the appropriate authorities if We become aware that any End User is engaged in posting of articles dealing with or depicting child pornography or any practice by which minors are solicited to engage in a sexual act.

    Company’s Responsibilities. If Company receives a notice that any End User has violated this Agreement or has engaged in behavior that We consider a violation of this Agreement, Company shall deny such End User access to the Service. If the Company becomes aware of any End User’s breach of this Agreement or is aware or notified that an End User has engaged in behavior described in this Agreement, prior to receiving a notice, Company must immediately notify Provider of such and shall, at Company’s own costs, take whatever commercially reasonable measures We recommend.

  6. Billing and Payment

    Company agrees to pay the amounts set forth in the Order Form or in the Invoice, and Company shall be subject to the terms of the Order Form or Invoice.

  7. No Traffic Manipulation

    For purposes of determining usage in accordance with the terms of the Order Form, Company shall not intentionally or artificially manipulate the usage for any period of time for the purposes of achieving a lower usage.

  8. Retention Tiers

    The Services are provided at the article retention tier specified in the applicable Order Form or Invoice (the “Licensed Tier”). If no retention tier is specified, the Licensed Tier is the tier at which We provision the Company’s registered account, as determined by Us. Company shall not access, retrieve, or make available to any End User or system any article older than the Licensed Tier. The Services may be accessed solely through Company’s Registered Access Parameters. Company shall not permit any brand, service, affiliate, reseller, or entity not registered to an Order Form to access the Services through Company’s Registered Access Parameters, shall not route, proxy, redirect, or relay demand arising under one account, brand, or Order Form through the Registered Access Parameters of another, and shall not exploit any provisioning, authentication, backfill, header, or peering mechanism to obtain any retention tier, capacity, feature, or service level not expressly licensed. Company shall maintain with Us a current schedule of its Registered Access Parameters and shall notify Us in writing before any change. Access to any retention tier, capacity, or feature beyond that licensed is unlicensed use of the Services and will be invoiced at Our then-current list rate for the tier or service actually accessed, retroactive to the first date of such access, as a fee for services rendered; payment of such fees does not license continued unlicensed use and is without prejudice to Our other rights and remedies.

  9. No Caching, Harvesting, or Independent Retention

    The Services are licensed solely for the transient delivery of individually requested articles to requesting End Users. Company shall not, and shall not permit any End User, reseller, affiliate, or system to, engage in systematic retrieval, bulk downloading, crawling, sweeping, scraping, harvesting, caching, mirroring, replication, or archival of articles or headers obtained from the Services, or use the Services, in whole or in part, to build, seed, backfill, supplement, or refresh any newsfeed, spool, cache layer, archive, index, or retention system independent of the Services. Company shall not use the Services, or any article, header, or metadata obtained from the Services, to train, fine-tune, benchmark, or develop any machine learning model, artificial intelligence system, or dataset, and shall not permit any third party to do so. Transient buffering is permitted solely to the extent technically necessary to deliver a requested article to the requesting End User and shall not persist thereafter. For the avoidance of doubt, this Section operates in addition to, and does not limit, Section 1, under which We are the exclusive provider of wholesale Usenet services to Company and Company may not acquire or consolidate any Usenet services without Our written consent.

  10. Audit and Certification

    Not more than once per calendar quarter, and additionally upon reasonable suspicion of unlicensed use, We may, on ten (10) days’ written notice, audit Company’s records and systems relevant to compliance with this Agreement, including reseller lists, brand inventory, Registered Access Parameters, and article-retrieval patterns. Upon Our request, Company shall deliver within fifteen (15) days a certification signed by an officer listing all brands, resellers, and IP address ranges receiving the Services. Each brand requires a separately executed Order Form as provided in the Acceptable Use Policy.

  11. Term

    This Agreement shall remain in force as long as We are providing any Services to Company or End Users. We may terminate the Company’s and all End Users’ access to the Service immediately if We are not paid within 30 days of the date on which Service begins or if Company breaches this Agreement. In addition to and without limiting the foregoing, if Company breaches this Agreement, We may, upon notice and in Our sole discretion, suspend the Services in whole or in part — including on a per-account, per-brand, per-credential, per-IP-range, or per-tier basis — until the breach is cured, without liability and without relieving Company of any minimum monthly recurring charge. We may also terminate the Company’s and all End Users’ access to the Service if We decide, in our sole discretion to terminate Services to Company for any reason, in which case the Company shall receive a pro-rated amount of its paid but unused fees (if any). Upon termination, we may delete all information related to the Company’s and End Users’ accounts in our sole discretion.

  12. DISCLAIMER OF WARRANTIES AND LIMITATION OF LIABILITY

    1. DISCLAIMER OF WARRANTIES

      WE PROVIDE THE SERVICE “AS IS” AND WITHOUT ANY WARRANTY OR CONDITION OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. WE DO NOT GUARANTEE CONTINUOUS, UNINTERRUPTED OR SECURE SERVICES, OR THAT THE SERVICE IS ERROR-FREE, AND WE SHALL NOT BE LIABLE IF THE COMPANY OR ANY END USER IS UNABLE TO ACCESS THE SERVICE OR FOR ANY CLAIMS MADE BY THIRD PARTIES. WE DO NOT WARRANT THE AVAILABILITY, COMPLETENESS, OR RETENTION OF ANY PARTICULAR ARTICLE, GROUP, OR ARCHIVE. THE COMPANY SHALL NOT MAKE ANY REPRESENTATION, WARRANTY OR GUARANTEE RELATED TO THE SERVICE. THE COMPANY ACKNOWLEDGES THAT IT HAS NOT ENTERED INTO THIS AGREEMENT IN RELIANCE UPON ANY WARRANTY OR REPRESENTATION.

    2. LIMITATION ON LIABILITY

      IN NO EVENT SHALL WE BE LIABLE FOR ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES, OR FOR INTERRUPTED COMMUNICATIONS, LOST DATA OR LOST PROFITS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT OR THE SERVICES, WHETHER OR NOT FORESEEABLE AND EVEN IF WE HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. OUR AGGREGATE LIABILITY TO COMPANY AND TO END USERS IS LIMITED TO THE AMOUNT OF FEES COMPANY HAS PAID TO THE APPLICABLE PROVIDER ENTITY IN THE 6 MONTHS PRIOR TO THE ACTION GIVING RISE TO LIABILITY.

    3. INDEMNIFICATION

      The Company shall defend and indemnify Provider against all claims, losses, liabilities, damages, costs and expenses, including reasonable attorneys’ fees, which We may incur as a result of claims in any form relating to: (a) the Company or any End User’s use of the Services, (b) the Company’s or any End User’s acts, omissions or misrepresentations, (c) any claim of intellectual property infringement related to the Company’s or any End User’s use of the Service, (d) any violation by the Company of any of the terms contained herein, or (e) any violation by any End User of the Terms of Service. We may, at Our election and at Company’s expense, assume and control Our own defense with counsel of Our choosing, and Company shall not settle any claim in a manner that imposes any obligation or admission on Us without Our prior written consent.

  13. Non-Solicitation

    Company agrees that during the Term in which it receives Services from Provider and for a period of twelve (12) months following the date Services were terminated between Company and Provider, that Company shall not solicit, sell, or resell Usenet services to a reseller of Provider or a former reseller of Provider.

  14. Miscellaneous

    We may assign or delegate all or a portion of the terms of this Agreement and the Company’s account, along with any unused service due or credit balance at the sole discretion of Provider to one of our affiliated entities without prior notice to the Company. This Agreement may not be assigned by Company without Provider’s prior written consent, including by operation of law or in connection with any change of control, and any purported assignment in violation of this Section is void. When required by this Agreement or by law, We shall send notice to the Company via the e-mail address for the Company’s contact on record. Company is required to keep Provider updated with current information regarding its e-mail address. Any notices sent to the e-mail address of record will be sufficient notice to the Company. Notice sent to the Company pursuant to these terms shall be deemed received by the Company on the date sent.

    Amendment; Order of Precedence. Except for the terms of any Invoice or Order Form, and except for modifications to these Terms made by Us in accordance with the preamble above, this Agreement may not be amended except in a writing signed by both parties. In the event of a conflict between these Terms and an Order Form or Invoice, the Order Form or Invoice controls solely as to pricing, minimum commitments, term, and any service parameter expressly stated therein, and these Terms control as to all other matters. The absence of a term in an Order Form or Invoice is not a conflict and does not limit these Terms.

    Survival. Sections 8, 9, 10, 12, 13, 14, and 15, together with any payment obligation accrued prior to expiration or termination, survive the expiration or termination of this Agreement.

    Force Majeure. We shall not be liable for any failure or delay in performance caused by circumstances beyond Our reasonable control, including acts of God, labor disputes, network or peering failures, denial-of-service or other attacks, governmental action, or the failure of any third-party provider or upstream feed.

  15. Governing Law & Venue

    This Agreement will be governed by the laws of the State of Florida as such laws apply to contracts between residents performed entirely within Florida, expressly excluding that body of law known as conflict of laws. Any action or proceeding arising from or relating to this Agreement must be brought in a state or federal court having jurisdiction over Orange County, Florida, and each party irrevocably submits to the jurisdiction and venue of any such court in any such action or proceeding. The parties hereby agree that the United Nations Convention on the International Sale of Goods will not apply to this transaction. English shall be the controlling language of this Agreement. All monetary amounts specified hereunder or in any invoice shall be read to be in United States’ dollars. If Provider is forced to bring legal action to enforce this Agreement, We will be entitled to receive its attorneys’ fees, court costs and other collection expenses, in addition to any other relief it may receive. All waivers must be in writing. Any waiver or failure to enforce any provision of this Agreement on one occasion will not be deemed a waiver of any other provision or of such provision on any other occasion. If one or more of the provisions of this Agreement for any reason shall be held to be invalid, illegal, or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement and this Agreement shall be construed as if such invalid, illegal or unenforceable provisions had never been contained in this Agreement. The headings of Sections of this Agreement are for convenience and are not to be used in interpreting this Agreement. As used in this Agreement, the word “including” means “including but not limited to”.

    This Agreement and the Order Form constitutes the entire agreement between the parties concerning the subject matter hereof and supersede any and all prior agreements, oral or written, between the parties prior to this Agreement. No terms, provisions or conditions of any purchase order or other business form or written authorization used by you will have any effect on, or otherwise modify, the rights, duties, or obligations of the parties under this Agreement, regardless of any failure of Provider to object to such terms, provisions, or conditions.