TERMS AND CONDITIONS

TowingWebsites.com is a wholly owned division of Refined Impact LLC.

By subscribing for membership on TowingWebsites.com, Member agrees to a continuous monthly service with automatic renewals each calendar month.  Payment will be due each month in advance of services.  Memberships can be cancelled by calling Customer Service toll-free at 855-385-3338 and requesting cancellation at least 30 days prior to the next billing date.

Refined Impact LLC dba TowingWebsites.com (the Company) will provide to you (the Member) the following MEMBERSHIP BENEFITS:

• Mobile-Friendly Website with up to 10 pages including features as set forth on the TowingWebsites.com member benefits page.
• Google Search Network, Bing Search Network, and Facebook/Instagram advertising campaign setup and management for one campaign per platform. Up to 2 ad groups and 5 ads per platform. (Ad spend not included, and is paid directly by Member)
• Purchasing and providing a domain name/registration for member’s website (up to $20/year value)
• Website Hosting (up to 2GB data transfer/month & 2 GB of digital storage)
• A standard SSL certificate (if member utilizes On-Site Payment Processing)
• One round of revisions to the Member’s website prior to publication of the site on the world wide web (“Website Launch”).
• Ongoing Customer support following the Website Launch from Company’s Support Team, which includes uploading and changing photos and other content on your website (1 hour per month)
• SMS Review solicitation platform, including up to 300 SMS messages a month.
• Review responses on platforms, including Google & Facebook.
• Setup of Listings and Social Media pages for Member’s business on platforms including Google My Business, Bing, Facebook, and Instagram
• Weekly social media posts on Google My Business, Facebook, and Instagram.
• Regular SEO content publishing based on industry keywords and locally targeted areas.
• Setup of business email addresses at Member’s domain (ex. [email protected]) via third party email hosting (Google Workspace or similar).  User accounts billed separately, starting as low as $6/user/month.
• While all listed features are included with membership, it is up to the Member to determine which features they would like to utilize.  The number of features utilized does not affect the membership rate.

Member is responsible for:

• Supplying its own content, including written text about the company and services
• Being responsive and available during the implementation of the Member’s website.
• Being responsive and available to discuss marketing goals throughout campaigns (if applicable)
• Domain name/renewal costs beyond $20/year (Renewal fees will be billed to the credit card on file)
• Setting up and configuring a free merchant account through Stripe (www.stripe.com) if payment processing features are desired on Member’s website

Other items:

• Company makes no guarantee of any performance of the Member’s website, including but not limited to SEO or sales results.
• Third Party Advertising Fees: Subscription/Membership fees are separate from the “per click” advertising fees that companies like Google or Facebook charge you. Cancellation of your subscription does not automatically stop your advertising from running and incurring “per click” fees. Company will not be liable for any amounts that are charged to you following the cancellation of your management with us. An ad spend deposit of up to $500 per platform will be required for all advertising accounts before campaign launch/activation. This deposit will be refunded upon membership termination, less any outstanding balances. If you wish to cease advertising online at the same time that you cancel your campaign management, please notify your account representative in writing so that we can cancel your online advertising as well.
• Licensed third party software may be incorporated into your website, and individual licenses may be required to maintain full site functionality. Member may obtain these licenses directly from the developer if they wish.  TowingWebsites.com cannot transfer existing software licenses.  Proprietary information (i.e. Cash Call Generator, 5-Star Review Feed, Lead Forms, Landing Pages, and other TowingWebsites.com services) are not included as part of the website design.
• Company does not guarantee listings on Search Engines and the Member accepts that it is Search Engines and not Company who determine whom they list and whom they will not.  The Member further understands there is no guaranteed placement or rank on the Search Engines and that a new website may never even appear on Search Engines at all.  Company does not control Search Engines’ algorithms and huge shifts can appear daily, weekly and even hourly.  Member acknowledges that it is not possible for Company to guarantee specific search engine placement of their website.
• Company cannot guarantee that Google, Bing, or Facebook will permit Member to advertise their business on their networks.  In the event that an advertising account cannot be created, or is suspended, the Company may offer Member setup and management of an alternative advertising option.  Inability to advertise on these networks will not affect membership fees or obligations of the Member.
• Company is not affiliated with Google, Bing, Facebook, Yahoo or any other search engine or social network.  Company is an agency that provides services through various media networks and search engines, but has no direct affiliation with any of these companies.  Company will help you obtain your marketing and online advertising goals by providing you with advice, information and technical services in relation to Search Engine advertising/marketing.  Company does not guarantee any particular rate of return or performance of any online advertising (including but not limited to any particular search results page/s or rankings). We cannot be held responsible for commercial outcomes which are associated with the marketing or management for your business and/or websites.
• Company agrees to take reasonable measures to avoid any conflicts of interest in managing paid advertising efforts for each Member. This may include, but is not limited to, granting exclusivity to an existing Member for paid advertising (PPC) purposes on a specific platform within a 5 mile radius of their primary business location (as provided in their initial registration).  This exclusivity will be limited to the services for which the Member utilizes the Company’s PPC Management offerings.  Exclusive rights will not be granted retroactively, and will not be granted for services which the Member does not provide.  Additional exclusivity may be granted for additional business locations, or an extended radius, for an additional monthly fee per location.  The extent of exclusivity, location of exclusive radius, and fees for additional exclusive territories will be made at the sole discretion of the Company and its representatives and are subject to change at any time without notice.  In order to maintain a fair and impartial process for all Members, additional exclusive territories may only be added around a physical business location for the Member’s business.  Residential locations, PO Boxes, Mail Forwarding Companies, or unmarked multi-unit buildings may not be accepted at the discretion of the Company.  Any exclusive advertising rights granted to the Member may be terminated as a result of delinquency or termination of membership, and may not be reinstated.
• For the purposes of completing the obligations set forth in your agreement, the Member gives the Company and its representatives the right to act as their authorized agents or representatives.  Examples include but are not limited to business listing setup, online listing verification, or domain transfers/registrations.  By entering into an agreement you give the Company and its representatives permission to access social media accounts, domain registrar accounts, and any other account or platform required for the purposes of completing the services specified.

1. Services

Refined Impact LLC dba TowingWebsites.com (“Company”) has agreed to provide to Member the services set forth in the membership benefits listed above (“Services” or “Service Agreement”). All capitalized terms used herein without definition shall have the meanings set forth in the Service Agreement.  The Service Agreement and the Terms and Conditions together shall constitute the “Agreement.”

2. Fees

The Monthly Fees, Logo Design Fee (if applicable), Add-On Fees (if applicable) and any other charges or fees for Services ordered by Member are defined, collectively, as the “Fees.” Member will be responsible for paying any and all applicable sales and use taxes for the Services. Unless otherwise stated in the Service Agreement, Fees are due prior to the performance of the Services. The Agreement term shall begin upon execution of a Service Agreement, and upon such execution, Member shall pay the applicable Add-On Fees, and the first Monthly Fee as set forth in such Service Agreement.  Monthly Fees and recurring monthly Add-On Fees shall be due and payable in advance of each calendar month following the contract date. For illustrative purposes only, if Member’s Service Agreement is dated on the tenth (10th) of a month, then Member’s Add-On Fees (if applicable), and first Monthly Fee shall be due and payable to Company upon signing of the Service Agreement and on the tenth (10th) of each calendar month thereafter, Member shall pay the subsequent Monthly Fees and all applicable monthly recurring Add-On Fees.  Company shall begin production of the products (the “Licensed Products”) ordered by Member in accordance with the specifications set forth in the Service Agreement upon receipt of the Fees. Payments not received on or before the monthly renewal date will incur a $50 late payment fee.  Any amounts not paid within 30 days of the date due will bear a monthly finance charge equal to the lesser of 10% of the outstanding balance or the maximum amount allowed by law. In addition, Member shall be liable for all fees incurred by Company due to payment processing fees resulting from bounced checks, insufficient funds/bank overdraft fees and/or chargebacks.

Membership fees do not include ad spend for digital advertising.  The ad spend (budget), including any PPC fees, will be charged separately to your payment method on file directly by the advertising platform.  Membership fees are separate from the “per click” advertising fees that companies like Google or Facebook charge you. Cancellation of your management does not automatically stop your advertising from running and incurring “per click” fees. The Company will not be liable for any amounts that are charged to you following the cancellation of your membership with us.  If you wish to cease advertising online and settle those account balances, please notify the Company in writing.

3. Production and Fulfillment

Process. Production of the Licensed Products will begin upon receipt of the applicable Fees. Included in your purchase price is one (1) round of revisions on your Website prior to launch and one (1) round of revisions for your logo (if applicable). Edits and revisions shall be limited to and subject to the Company’s standard policies and procedures. Requests for additional edits and/or revisions, changes and/or services that fall outside of Company’s standard production and fulfillment processes may be subject to an additional charge of: $125/hr.  Member will be required to approve in writing any edit, revision, change, or service request, beyond the included rounds of revisions specified above.
Member Cooperation. Member agrees to timely respond to Company questions and requests. Any delays in Member responses or delivery of Member materials may adversely affect the timing of delivery and quality of the Licensed Products. Materials presented to Member for review shall be deemed accepted by Member unless Company receives Member’s comments (if any) within 3 business days. In the event Member repeatedly fails to respond to Company during the production and fulfillment process, Company shall have the right to terminate this Agreement with no further obligation to Member, and Member shall have no right or claim for a refund of any Fees.
Company agrees that information provided by the Member for the purposes of creating, managing, and analyzing advertising campaigns is proprietary and will be kept confidential and only used as necessary to provide such services.  Member acknowledges that all campaign data and techniques used by the Company will not be released to any party, including Member, Member’s representatives or agents, or third parties under any circumstances. Campaign reports will be provided upon request, and are limited to specific benchmarks as determined by the Company.  Upon termination of advertising, campaign data including but not limited to ad copy, images, landing pages, targeting demographics, and keywords will be archived.  No campaign data (aside from benchmarks determined by the Company) will be released to Member during, or after, campaign setup or management.  The Company is not responsible for any actions taken by the advertising platform (Google, Facebook, Bing, etc) that may result in the Member’s inability to run advertising on said platform.  Advertising account suspensions are at the discretion of the platform, and the Member is responsible for ensuring that their business and advertisements adhere to the platform’s terms and conditions.  If an advertising platform declines to allow a Member to advertise, the Member is still responsible for any fees, and or contractual service terms, due to the Company.  In a Member’s preferred advertising platform is unavailable or will not allow Member to run advertising, the Company may choose at our discretion to offer equivalent management services for a different ad platform. These services may incur an additional fee, which will be disclosed prior to the commencement of advertising on the subsequent platform.  No guarantees are made regarding earned media. We do not control editors, publishers, or news assignment editors and in no way can we promise that they will publish or broadcast information provided to them through our efforts.
If Member opts for social media management service: No guarantees are made regarding social media following, or increased traffic. We do not control the behaviors of social media users or platforms, and in no way can we promise results specific to the management undertaken in the agreement outside of the specified post requirements.   If a post made to one of your accounts by the Company contains copyrighted media or text to which you do not have a license to use, the Member must notify the Company in writing no more than 6 hours after the post or posts were published. The Member assumes all liability for the content posted by the Company on their behalf.

4. Licensed Rights; Maintenance.

Grant of License. Provided that Member has paid all Fees and subject to, and for so long as, Member makes timely payments of all other applicable Fees, Company grants Member the non-exclusive worldwide right (the “License”) to exploit the Licensed Product throughout the world. Upon termination of the Agreement and/or Member’s failure to make timely payments under this Agreement, Member’s License shall terminate. For the sake of clarity, Member shall have no right to the source code of the Licensed Products (including but not limited to the Website).  Upon approval of the work, the Member will be granted a license to use the website, design, and its contents.  The Member retains the right to exercise this license through the use of the Company’s hosting.  The Member may not resell the design, code, or any other content of the project (whole or in part), without the prior written consent of the Company. Certain content, including but not limited to designs and code, that is created and/or written by the Company under an agreement will remain the intellectual property of the Company unless otherwise specified in writing. Third party software, including plugins and themes customized for use with third party platforms, may remain the property of the original developer or the parent platform if transfer of ownership is restricted.  Proprietary information (i.e. Cash Call Generator, 5-Star Review Feed, Lead Forms, Landing Pages, and other TowingWebsites.com services) will remain the exclusive property of the Company, and rights are non-transferable to the Member.  Member acknowledges and agrees, as between Member and Company, that except for content provided to Company by Member, all copyrights and other intellectual property elements and rights contained in or displayed in the Licensed Products (collectively, the “Company IP”), including without limitation design elements, templates, images, scripts, story lines, sound tracks, tag lines, and “look and feel,” object code, source code, and mobile application functionality, music or video, video footage, still photos, still photography elements created or owned by Company (e.g. Company stock footage or photography), or under license and included in the Licensed Product, search engines, Java applets, toolbars and ActiveX controls are owned exclusively by Company and cannot be released or transferred to Member.  The incorporation of any Member Materials into any Licensed Product in no way will affect Company’s continued and separate copyright ownership in the Licensed Products, and Company’s ownership will not merge with Member’s ownership of the Member Materials nor deprive Company of its copyright ownership. Until such terms are fulfilled, Company retains its rights to such Company IP for use by Company in any manner Company determines, subject to Member’s License to use the Licensed Product pursuant to the terms and conditions herein. Member shall not have the right to use the Company IP except as incorporated as part of the Licensed Product as a whole (for example, Member shall not have any separate right to use any components or source code except in connection with the Licensed Product). Member agrees not to reverse engineer any source code or other element of the Licensed Product or otherwise use or allow others to use the Licensed Product in any manner other than as specifically permitted herein. Member hereby agrees that Company may use the Licensed Product, including but not limited to any materials or content provided by Member, for Company’s marketing and promotional purposes. Member further acknowledges and agrees that Company shall have the right include its logo and other attribution information on Member’s Website and other Licensed Products as determined by Company in its sole discretion.
Maintenance. Where Member is entitled to Maintenance, such Maintenance services shall be limited to basic services which can either be performed by the Company or are otherwise basic modifications to the Website. Maintenance includes time spent consulting with the Company, as well as Company time spent on site functionality, the changing of photographs, modifications to text on a page, and similar services. Maintenance does not include creation of additional web pages, creation of copy or other content for the Website, “Photoshopping” or editing of photography or creative design work. The Member is entitled to 60 minutes of Maintenance per month. Any unused Maintenance included in a Service Agreement does not rollover or accumulate month to month. Maintenance charges in excess of that provided in the Service Agreement shall be charged to Member at Company’s rate of $125/hr.

5. Legal disclaimers.

Member shall be responsible for timely notifying Company of any copyright, legal notices or disclaimers that Member requires to be included in the Licensed Product.

Company makes no specific claims as to the accessibility of a website or web pages to individuals with disabilities, or the suitability for websites designed or created by the Company to meet any current or future standards required by the Americans with Disabilities Act, or any other current or future legislation.  If Member requires that their website conform to the World Wide Web Consortium’s Accessibility Guidelines (WCAG) 2.0 Levels A and AA, or any other accessibility laws or guidelines, Member is responsible for taking any action necessary to ensure compliance.  Company is not responsible for ensuring that websites designed or maintained by the Company, including but not limited to any code, designs, files, third-party content, software/tools, widgets, Add-ins, APIs, etc. conform to WCAG 2.0, or any other accessibility laws or guidelines.  The Member assumes all liability and responsibility for any suit arising from, or related to, the accessibility of the website, or any other content, to individuals with disabilities.

6. Representations & Warranties.

Member represents and warrants that Member is the true owner or rightful lessee of Member’s locations, and that Member has the right to authorize the production and distribution of the Website, and Member has the right to include Member’s business and all of its signage and appetences therein, and all individuals included therein at Member’s business, in all media throughout the world in perpetuity. Member shall be responsible for obtaining all necessary consents and approvals (including without limitation with respect to Member provided content and materials) as well as any assets provided by Company.  Member, on behalf of itself and its agents, representatives and associates, hereby releases Company, its successors, assignees and licensees from any and all claims and demands arising out of or in connection with any such uses including, without limitation, any and all claims for invasion of privacy, infringement of any right of publicity, defamation (including libel and slander) and any other personal and/or other property rights, and Member agrees that it shall not now or in the future assert or maintain any such claim against Company, its successors, assignees and/or licenses. Member understands and agrees that ownership of the Website is vested in Company and licensed to Member because Company subsidizes its production costs.

Member further represents and warrants to Company that (i) Member’s performance hereunder will not cause a material breach of any agreement to which it is a party; (ii) Member has the right and authority to enter into this Service Agreement and perform the obligations herein and the signatory for Member is at least 18 years old and has the right and authority to bind Member to this Service Agreement; (iii) Member will at all times comply with all applicable laws and regulations; and (iv) Member will not provide to Company, and Member’s Website will not contain, any content that is illegal, obscene, pornographic or otherwise offensive in nature. Member represents, warrants and covenants that, to the best of Member’s knowledge, none of the Member Materials infringe or violate any copyright, patent, trade secret, contractual right of any third party, or any other third-party right.

Company represents and warrants that: (i) Company’s performance of the services hereunder will not breach any agreement Company has with another party; and (ii) Company shall comply with all applicable laws and regulations in its performance of the Services hereunder. Company represents that it has the right to grant to Member the intellectual property rights set forth in Section 4 above and that except for any “Member Materials” (i.e., materials supplied by Member, Member’s own Members or their agents or principals to Company for inclusion in the Licensed Product) no portion of any Licensed Product shall, to the best of Company’s knowledge, infringe or violate any copyright, patent, trade secret or contractual right of any third party, or any other third-party right.

Member agrees to defend, indemnify and hold Company and its directors, officers, employees and agents harmless from and against all claims, defense costs (including reasonable attorneys’ fees), judgments and other expenses arising out of (a) any breach by Member of the Agreement, (b) the use, display, public performance reproduction, distribution of the Licensed Product by Member or Member’s assigns, licensees or any party to whom Member delivers the Licensed Product (except to the extent that such claims are covered under Section 7(ii) of this above), and (c) any modifications to the Licensed Product made by Member.

8. Limitation of Liability.

Company’s liability under this Service Agreement shall be limited to the total amounts paid by Member to Company in the aggregate during the three month period prior to the date the cause of action arose, and neither party shall be liable for any special, indirect, exemplary, incidental, punitive or consequential damages, including without limitation, lost profits or business or damages arising (whether in contract, tort, strict liability or otherwise) out of the Agreement even if it has been advised of the possibility of such loss or damage. Any cause of action arising out of or related to the Services or Licensed Products must be commenced within one (1) year after the cause of action accrues; otherwise such cause of action shall be permanently barred.

Upon termination, Member shall have no further use of the Licensed Products, nor shall Member receive a refund for any Fees paid.

EXCEPT AS EXPRESSLY PROVIDED IN EXHIBIT A, CLIENT ACKNOWLEDGES AND AGREES THAT COMPANY’S SERVICES ARE PROVIDED TO CLIENT ON AN “AS IS” BASIS, AND COMPANY DISCLAIMS ANY AND ALL EXPRESS OR IMPLIED WARRANTIES, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT, TO THE MAXIMUM EXTENT PERMITTED BY LAW. THERE IS NO WARRANTY THAT THE LICENSED PRODUCTS OR SERVICES WILL BE ERROR FREE, WILL BE ON TIME, WILL OPERATE WITHOUT INTERRUPTION, WILL BE COMPATIBLE WITH OR IS SUPPORTED BY ALL OPERATING SYSTEMS AND/OR INTERNET BROWSERS, WILL FULFILL CLIENT’S PARTICULAR PURPOSES OR NEEDS OR MEET ANY LEVEL OF SALES, PURCHASES, CLICKS, LEADS OR OTHER PERFORMANCE METRIC. COMPANY MAKES NO WARRANTY AS TO STORAGE OF CLIENT MATERIALS AND SHALL NOT BE RESPONSIBLE FOR ANY LOSS OF OR DAMAGE TO CLIENT MATERIALS. TO THE EXTENT THAT COMPANY CANNOT DISCLAIM ANY SUCH WARRANTY AS A MATTER OF APPLICABLE LAW, THE SCOPE AND DURATION OF SUCH WARRANTY WILL BE THE MINIMUM PERMITTED UNDER SUCH LAW.

11. Other Terms.

Company is acting solely as an independent contractor and not as an agent, Member, joint venturer, or employee of Member. Where agreement, approval, acceptance, or consent by either party is required by any provision of the Agreement, such action shall not be unreasonably delayed or withheld. If any term, provision, covenant or condition of the Agreement is held by a court of competent jurisdiction to be invalid, void, or unenforceable, the remainder of the provisions shall remain in full force and effect and shall in no way be affected, impaired or invalidated. A waiver by either of the parties hereto of any of the covenants, conditions, or agreements to be performed by the other shall not be construed to be a waiver of any succeeding breach thereof or of any covenant, condition, or agreement herein contained. Neither party shall be liable to the other for delays to the other or failures to perform (other than with respect to confidentiality and payment obligations) under the Agreement if the delay or failure is caused by shortage of labor, labor disputes, war, act of enemies, riots, insurrection, civil commotion, federal, state or municipal action, statue ordinance, or regulation, fire, flood, earthquake, accident, storm, explosions, acts of God, the inability to obtain essential materials, services or other resources, or other causes beyond the party’s reasonable control (“Force Majeure”). If after payment of any Fee, Company in its sole good faith discretion determines not to proceed with production of the Licensed Product, then Company may terminate the Agreement.

Member may not assign this contract without the written consent of Company.

Member acknowledges that Company may suffer great harm from misuse of the Licensed Product or Company IP licensed hereunder, and accordingly Member agrees to take reasonable precautions to prevent such misuse by Member. Company may seek injunctive or other equitable relief against the breach or threatened breach of this Service Agreement regarding material, uncured misuse of Company IP, in addition to any other legal remedies that may be available. Member’s rights and remedies in the event of a breach of this Service Agreement by Company shall be limited to the right, if any, to recover damages in an action at a law and Member shall not be entitled to any equitable relief to restrict or interfere with Company’s rights pursuant to this Service Agreement.

The Service Agreement and the Terms and Conditions (including all Exhibits) constitute the entire agreement between the parties with respect to the Services and supersedes all prior or contemporaneous agreements or representations of the parties, whether express or implied, oral or written, with respect to the subject matter hereof. Accordingly, Member shall not rely on any representations or warranties that are not expressly set forth in the Agreement. No change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by both parties.

From time to time Company may adjust it business practices and/or amend or modify these Terms and Conditions. The revised Terms and Conditions shall be posted on Company’s Website and/or sent to Member. Member agrees to maintain a current and operational email address on file with Company and Member further agrees that any correspondence or notification sent by Company to the email address that Member has on file with Company, shall be deemed delivered. Member acknowledges and agrees that Company may from time to time send surveys and other marketing-related correspondence to Member via electronic or standard mail, and that Member may opt-out from receiving such correspondence in the future. In addition, Member will be liable for any attorneys’ fees and costs (including collections costs) if Company takes any legal action to enforce the Agreement. The laws of the State of Florida (excluding the laws and principles with respect to conflicts of law) govern the Agreement. In connection with any dispute or claim arising out of or in connection with the Agreement, Member and Company agree exclusively to arbitrate such dispute before a single arbitrator mutually agreed upon by the parties, under the auspices of Judicial Arbitration and Mediation Services (JAMS). If the parties are unable to agree upon an arbitrator, the parties agree to the designation of an arbitrator by JAMS. The arbitration shall take place in Orlando, Florida or in the office of JAMS closest to that city. The arbitrator shall apply Florida law. The arbitrator’s award will be final and non-appealable, and judgment may be sought thereon in any court with jurisdiction. In the event that arbitration is necessary, the Company shall have its costs associated with the arbitration, including its reasonable attorneys’ fees, paid by the Member. Any dispute resolution proceedings will be conducted only on an individual basis and not in a class or representative action or as a named or unnamed member in a class, consolidated, representative, or private attorney general action unless Member and Company agree to do so in writing. The terms and conditions of this Agreement may not be modified or amended other than as set forth in this paragraph or by a writing signed by an authorized officer of Company.

Any notice to be given by Company to Member may be effected by email as set forth above, or either party may send notice to the other party via certified or registered mail, postage prepaid, return receipt requested, or by first class mail postage prepaid and email, in either case addressed to Member at the address on the Service Agreement, or to Company as follows: Refined Impact LLC, Attention: Legal, 14422 Shoreside Way, Suite 110-147, Winter Garden, Florida 34787. Notice shall be deemed given upon receipt or, if sooner, three (3) days following deposit in the U.S. mails. Each party may change its address by written notice given in accordance with this paragraph.

Company agrees to honor and not increase the Monthly Fee rate quoted for at least six (6) months from the start of this Agreement.

Exhibit A – Service Level Agreement  This Exhibit A is subject to the terms of and is hereby incorporated by this reference to the Agreement. The terms of this Exhibit A shall control if there is a conflict with the terms of the Agreement.

1. Service Level Agreement (SLA). The hosting of the Website (the “Hosting Services”) by Company will meet the Performance Objective set forth in Section 2 below. Failure by the Company to meet this SLA will result in the issuance of a credit to Member in accordance with Section 3 below.
2. Performance Objective. During the term of the Agreement, Company will provide uptime hosting of the Website of 99.8% (“Hosting Uptime”) of available time. Total Hosting Uptime shall be solely determined by Company and shall be calculated on a monthly basis. For purposes of calculating such Hosting Uptime, the service interruptions caused by the following shall not be included:
   periodic scheduled maintenance or repairs Company may undertake from time to time;
   b. changes to the Licensed Products or Services requested by Member;
   c. errors caused by Member from custom scripting or coding;
   d. outages that do not affect the appearance of the Website but merely affect access to the Website such as FTP and email;
   e. causes beyond the control of Company or that are not reasonably foreseeable by Company;
   f. problems with domain registrar or DNS servers outside the Company’s control;
   g. suspension of the Services by Company in accordance with the Agreement; and
   h. outages related to the reliability of certain programming environments.
3. Remedies for Service Outages:
   In the event Member requests a credit and Company determines that it has failed to meet the Performance Objective, then Company will issue to Member a credit to be applied towards the next monthly invoice for Hosting Services provided under the Agreement, equal to 5% of the recurring Monthly Fee associated with such Hosting Service.
   b. Any claims for a credit pursuant to this Section 3 shall be made by Member within thirty (30) days after the alleged failure to meet the Performance Objective and will be made to Company’s customer support organization via email or any other mutually agreed upon means. Claims made thirty (30) days after the event will not be eligible for any of the remedies described in this Exhibit.
   c. Credits shall only apply to Hosting Services and will not apply to any other Service provided by Company. Member’s account will not be credited more than once per month under this Exhibit. Member’s sole and exclusive remedy, and Company’s sole and exclusive liability, in the event Company fails to meet the Performance Objective in Section 2 above, shall be to receive a credit in accordance with the terms of this Section 3.

The End!

You made it to the end of the Terms and Conditions!   You deserve a pat on the back!