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If you do not agree with these terms please do not pay. By Making your payment you have agreed to the terms of service we offer and will adhere to these terms outlined below.

User Agreement

 ACCEPTANCE OF TERMS OF SERVICE 1. As a precondition and requirement to use the services available via FloridaWebsitePros.com, you, for yourself and for the company or other person(s), if any, you represent ("Subscriber" or "Subscribers", as applicable), hereby accept and agree to be legally bound by these Terms of Service ("Terms"). These Terms are effective immediately between the Subscriber and MASS WEBSITES Inc. dba FloridaWebsitePros.com, its subsidiaries and affiliates ("MASS WEBSITES"). Each Subscriber is subject to these Terms, and by using MASS WEBSITES's services, network and/or systems (collectively the "Services"), Subscriber agrees to be legally bound by and subject to all terms and conditions contained in these Terms, including as well all usage policies and other policies herein. To the extent not inconsistent therewith, these Terms are also incorporated into the individual service agreement, if any, of each Subscriber.
2. Subscriber represents and warrants that, if an individual, Subscriber is at least 18 years old and otherwise legally competent in all respects to, or, if an entity, Subscriber is a corporation, limited liability company, partnership, or other legal entity duly formed and in good standing, as applicable, and possesses all legal authority and power to accept and be bound by these Terms. Additionally, Subscriber represents and warrants that neither it, she, or he (as applicable), nor any entity it, she or he represents, is prohibited under any part of section 16 of these Terms from registering or signing up with or otherwise subscribing to or receiving any of the Services from MASS WEBSITES. Further, Subscriber represents and warrants all information provided by Subscriber to MASS WEBSITES has been and is complete, accurate, and current, and that Subscriber shall continue to provide complete, accurate and current information to MASS WEBSITES in connection with all registration or renewal processes and further agrees to update all such information as necessary to maintain complete, accurate and current information. Although Subscribers of paid services offered through MASS WEBSITES must be at least eighteen (18) years of age and otherwise legally competent to accept and be legally bound by these Terms, a parent or legal guardian of a minor may obtain an account on the minor's behalf, and by doing so, consents to such minor's use of the Services. Subscribing parents and legal guardians each for herself or himself, as applicable, accept and agree to be legally bound by these Terms, and assume full responsibility and liability associated with any failure of compliance with the Terms in connection with said minor's use of any of the Services.
3. MASS WEBSITES intends to provide the best possible web hosting service to each of its Subscribers. MASS WEBSITES INC is also dedicated to staying abreast of new and available technologies that will better serve our Subscribers. However, due to changing technologies, changing laws and the individual and collective needs of our Subscribers, MASS WEBSITES INC reserves the right, in its sole discretion, to change, modify, add or remove all or any part of these Terms at any time with or without notice.
4. Subscribers may view the most current version of these Terms at FloridaWebsitePros.com/cgi/terms. Any use of the Services by Subscriber, after changes, modifications, additions or deletions to these Terms are posted on the FloridaWebsitePros.com website, shall constitute Subscriber's acceptance of all such changes, additions, modifications or deletions. If a Subscriber does not agree to any such alterations to these Terms, the Subscriber's sole and exclusive remedy is to cancel the Subscriber's account as set forth in Paragraph 3 below.
5. If MASS WEBSITES makes a significant change to these Terms, as determined in its sole discretion, MASS WEBSITES will post a notice that we have made significant changes to the Terms on the FloridaWebsitePros.com website for at least thirty (30) days after the changes are posted and will indicate at the bottom of these Terms the date these Terms were last revised.
6. If Subscriber is registering a new domain name with MASS WEBSITES, or using or transferring a previously registered domain name in conjunction with Subscriber's use of the Services, Subscriber hereby acknowledges and agrees that Subscriber's use of the domain name is also subject to the policies of the Internet Corporation for Assigned Names and Numbers ("ICANN") and the Domain Registration Agreement located at http://FloridaWebsitePros.com/cgi/info/domain_registration_agreement and has read the Registrant Rights and Responsibilities located at http://www.icann.org/en/registrars/registrant-rights-responsibilities-en.htm.

1. ACCEPTABLE USE POLICY. Under this Agreement, Subscriber shall comply with MASS WEBSITES's then current Acceptable Use Policy ("AUP"), as amended, modified or updated from time to time by MASS WEBSITES, and other agreements which currently can be viewed under the Terms of Service section of this Web site (collectively, the "Terms of Service"), and which is incorporated in this Agreement by reference. Subscriber hereby acknowledges that it has reviewed the AUP and that the terms of the AUP are incorporated herein by reference. In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern. MASS WEBSITES does not intend to systematically monitor the content that is submitted to, stored on or distributed or disseminated by Subscriber via the Service (the "User Content"). User Content includes content of Subscriber's and/or users of Subscriber's Web site. Accordingly, under this Agreement, Subscriber will be responsible for Subscriber's users content and activities on Subscriber's Web site. Notwithstanding anything to the contrary contained in this Agreement, MASS WEBSITES may immediately take corrective action, including removal of all or a portion of the User Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Subscriber of the AUP. In the event MASS WEBSITES takes corrective action due to a violation of the AUP, MASS WEBSITES shall not refund to Subscriber any fees paid in advance of such corrective action. Subscriber hereby agrees that MASS WEBSITES shall have no liability to Subscriber or any of Subscriber's users due to any corrective action that MASS WEBSITES may take (including, without limitation, suspension, termination or disconnection of Services).
2. TERM – PAYMENT – RENEWAL OF ACCOUNT AND DOMAIN 1. Term of Service. The term of Subscriber's subscription to the Services commences upon Subscriber's acceptance of these Terms and terminates as set forth in Paragraphs 2.07 and 3.01.
2. Payment. Subscriber agrees to pay all applicable fees for Services in effect at the time of sign-up registration and/or renewal, subject to these Terms. Subscriber agrees to update and keep current all of Subscriber's billing information, email and all other contact information. It is the Subscriber's responsibility to verify that the information submitted is accurate to insure proper billing and continuity of services. MASS WEBSITES may use Merchant Updater Services to receive updated billing information from participating providers.
3. Promotional Pricing. MASS WEBSITES may periodically offer "free" or discounted services or credits in connection with a promotional offer, including, without limitation, free domain name registration. Such promotional offers are honored only in connection with the specific promotional package to which they apply. In the event a Subscriber downgrades or otherwise changes his/her/its subscription to a subscription to which a promotional offer does not apply, Subscriber will forfeit any unused free credits offered under the promotional packaged and MASS WEBSITES will charge Subscriber the prevailing fees for any free credits redeemed by Subscriber under the promotional package.
4. Automatic Renewal of Hosting Account. As a courtesy and not as an obligation (contractual or otherwise), fifteen (15) days prior to the expiration of Subscriber's Hosting Account or Domain(s) MASS WEBSITES will automatically renew Subscriber's Hosting Account by charging the applicable fee for the non-promotional rate to Subscriber's current method of payment on file. The initial term of this Agreement shall be as set forth in the Registration Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Subscriber, and after the Initial Term, this Agreement shall continue for successive periods (or renewal period) of equal length as the Initial Term or such other Term and price that shall be set forth in a notice to the customer at least thirty (30) days prior to the commencement of such successive period or renewal period. In the case of insufficient funds we will attempt to collect at a partial term quantity ( not changing your current term) to continue service as per contract. Additionally after the Initial Term, you acknowledge, agree and authorize us to automatically bill and/or charge on your credit card for successive or renewal periods, unless terminated or cancelled by either party as provided in this section. MASS WEBSITES shall provide notice of the upcoming charge to Subscriber no later than thirty (30) days prior to the payment date. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term". Subscriber acknowledges and confirms that if the Subscriber pays for a hosting plan which qualifies for a Free Domain that the Subscriber will be provided with a digital domain registration voucher to be used for purchasing their Free Domain. The domain registration voucher is only applicable as long as the Subscriber maintains a qualifying hosting plan.
5. Automatic Renewal of Domain(s). As a courtesy and not as an obligation (contractual or otherwise), fifteen (15) days prior to the expiration of Subscriber's domain, if registered with MASS WEBSITES (or one of its Affiliates), or if transferred to and registered with MASS WEBSITES (or one of its Affiliates), MASS WEBSITES will automatically renew Subscriber's domain, by charging the applicable fee to Subscriber's current method of payment on file. Subscriber acknowledges and confirms that the obligation to renew his/her/its Domain(s) is solely and exclusively the responsibility of the Subscriber, and is not the obligation (contractual or otherwise) of MASS WEBSITES. Subscriber hereby releases MASS WEBSITES from any and all liability for failure for any reason to renew said Hosting Account or said Domain(s). Subscriber acknowledges that there may be many reasons why MASS WEBSITES is unable to renew said Hosting Account or Domain, including but not limited to inability of MASS WEBSITES, for any reason, to bill said renewal to Subscriber's method of payment on file, to contact or otherwise get response from Subscriber at the email address on file, or otherwise. Subscriber acknowledges that said Hosting Account and/or Domain, if not renewed, for whatever reason, will expire on the Hosting Account or Domain Expiration Date, as applicable. In the event that a Domain expires, MASS WEBSITES will hold the expired Domain for up to thirty (30) days as a courtesy and not as an obligation (contractual or otherwise). Thirty (30) days after expiration, the Domain will be placed in Redemption. During the Redemption period the Domain will be inaccessible and unable to be registered elsewhere. In order to bring a Domain out of Redemption, Subscriber must pay a Redemption Fee, as well as a Renewal Fee for the current year. Domain registration vouchers cannot be applied toward the cost of Redemption. If the Domain is not redeemed within seventy-four (74) days of expiration, it will be set to Pending Delete status by the domain registry. After the Pending Delete status expires, the Domain will be released for registration. During the Pending Delete period, the Domain will be inaccessible and unrecoverable.
6. Notification of Automatic Renewals. Subscriber will be notified of pricing for EACH successive period (or renewal period) no later than thirty (30) days prior to the payment date of SUCH successive period (or renewal period) for all products and services with a successive or renewal period of twelve (12) months or greater. This notification will be sent to the contact email address on file for the Account.
7. VPS and Dedicated Hosting Account Renewal. As a courtesy and not as an obligation (contractual or otherwise), MASS WEBSITES will automatically renew Subscriber's VPS or Dedicated Hosting Account by charging the applicable fee for the non-promotional rate to Subscriber's current method of payment on file. For VPS or Dedicated Hosting Accounts with a Term of three (3) months or greater, this renewal will occur fifteen (15) days prior to the expiration of Subscriber's Hosting Account. For Hosting Accounts with a Term of one (1) month, this renewal will occur twenty-four (24) hours prior to the expiration of Subscriber's Hosting Account. MASS WEBSITES shall provide notice of the upcoming charge to Subscriber no later than thirty (30) days prior to the payment date. In the event that a VPS or Dedicated Hosting Account that has been set to manual renewal by Subscriber expires, the Account will be suspended seven (7) days after expiration if no payment is received. If the Account has not been renewed after fourteen (14) days have elapsed following expiration, the Account will be terminated.
8. Cancellation of Automatic Renewal of Account or Domain. Subscriber agrees to notify MASS WEBSITES of Subscriber's intent to cancel automatic renewal at least sixteen (16) business days prior to the account or domain expiration date, by directing Automatic Account Renewal Cancellation Notification and/or Automatic Domain Renewal Cancellation Notification to MASS WEBSITES, as applicable, by sending same via email to billing@MASS WEBSITES.com, phone (888) 401-4678, or online chat. This request must include verification of ownership of the hosting account and/or domain(s), as determined by MASS WEBSITES.
9. Chargebacks and Reversals. In the event Subscriber issues a chargeback or reversal of charges without first following the below cancellation procedures, the Subscriber will be responsible for a $25.00 billing service fee. Hosting accounts that have an open dispute may be disabled for security purposes.
10. Authority. In the event Subscriber is a corporation, limited liability company, partnership, joint venture, other business entity or group of individuals, the person registering for or renewing MASS WEBSITES Services on behalf of Subscriber hereby certifies that he/she has the authority to and does hereby bind the corporation, limited liability company, partnership, joint venture or other individuals in this manner and in connection with Subscriber's acceptance of all other Terms set forth herein.

3. CANCELLATION OF SERVICES – REFUND POLICY. MASS WEBSITES INC provides a 10-day money back guarantee for new hosting account registrations, subject to the following terms and conditions: 1. Nonrefundable Fees. Fees paid by Subscriber in connection with the purchase of SSL certificates, Site Backup Pro, Pay Per Click Marketing (PPC), cPanel QuickStart, WordPress QuickStart, Site Doctor, website transfer, Design Service Standard, Design Service Plus, Design Service Premium, SEO Package, SiteLock, domain privacy, domain names are nonrefundable under these Terms, as are Check Refunds of $10.00 or less due to processing fees, unless otherwise stated in the agreement Subscriber entered into with the individual service provider.
2. Cancellations within First 3 Days of Registration. In the event Subscriber cancels the Services within three (3) calendar days of registration, Subscriber will receive a full refund of all fees paid in connection with the registration upon request, with the exception of any Nonrefundable Fees set forth in Paragraph 3.01. Subscriber has the option, but not the obligation, to retain ownership and control of any promotional "Free Domain Names" registered in connection with the subscription, in which case Subscriber's refund will be reduced by $14.99 per domain name.
3. Cancellations After 3 Days and Before 10 Days. In the event Subscriber cancels the Services after the expiration of three (3) calendar days, but prior to the expiration of thirty (30) calendar days, Subscriber will receive a refund of all fees paid in connection with the registration, with the exception of any Nonrefundable Fees set forth in Paragraph 3.01, subject to the following additional mandatory reductions: 1. Free Domain Names: If Subscriber registers any domain name as part of a "Free Domain Name" promotion in connection with the registration, Subscriber's refund will be reduced by $14.99 per domain name. Subscriber will retain full ownership and control of any such domain names.
2. Postini/DedIP Any fees paid by Subscriber in connection with Postini or for services of a Dedicated IP will be refunded at a prorated rate based on the registration date, the length of service, and the date of cancellation.

4. Cancellations After 30 Days. Subscriber may cancel his/her/its Services at any time, before or after automatic account renewal, and, with the exception of any Nonrefundable Fees set forth in Paragraph 3.01 and any setup fees, which are nonrefundable after thirty (30) calendar days, receive a pro-rated refund for all other fees paid for Services, less $14.99 per "Free Domain Name."
5. Notice of Cancellation. Subscriber agrees to direct all cancellation requests to MASS WEBSITES via email, billing@MASS WEBSITES.com, phone (888) 401-4678, or online chat. The cancellation request must include verification of ownership of the hosting account and/or domain(s), as determined by MASS WEBSITES. Subscriber must also confirm to MASS WEBSITES that all emails, files, and databases are preserved and backed up somewhere other than MASS WEBSITES server space. Once confirmed the cancellation can be processed following the cancellation policy.

4a. LICENSE TO MASS WEBSITES. MASS WEBSITES claims no ownership interest in the content of Subscriber's web site(s). By submitting content and data to MASS WEBSITES, Subscriber grants to MASS WEBSITES, its successors and assigns, the worldwide, royalty-free, and nonexclusive license under Subscriber's copyrights and other rights, if any, in all material and content displayed in Subscriber's web site to use, distribute, display, reproduce, and create derivative works from such material in any and all media, in order to maintain such content on MASS WEBSITES's servers during the Term. Subscriber also authorizes the downloading and printing of such material, or any portion thereof, by end-users for their personal use. This license shall terminate upon Subscriber's cancellation of the Services as set forth in Sections 2 and 3 of the User Agreement.

5. MASS WEBSITES AS RESELLER OR LICENSOR. MASS WEBSITES is acting only as a reseller or licensor of certain services, hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-MASS WEBSITES Product"). MASS WEBSITES shall not be responsible for any changes in the Services that cause the Non-MASS WEBSITES Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-MASS WEBSITES Product either sold, licensed or provided by MASS WEBSITES to User or purchased directly by User used in connection with the Services will not be deemed a breach of MASS WEBSITES's obligations under this Agreement. Any rights or remedies User may have regarding the ownership, licensing, performance or compliance of Non-MASS WEBSITES Product are limited to those rights extended to User by the manufacturer of such Non-MASS WEBSITES Product. User is entitled to use any Non-MASS WEBSITES Product supplied by MASS WEBSITES only in connection with User's permitted use of the Services. User shall use its best efforts to protect and keep confidential all intellectual property provided by MASS WEBSITES to User through any Non-MASS WEBSITES Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. User shall not resell, transfer, export or re-export any Non-MASS WEBSITES Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law.

6. USAGE POLICIES AND DEFINITIONS 1. "UNLIMITED" USAGE POLICIES AND DEFINITIONS 1. “Unlimited” usage policies and definitions apply only to shared and reseller hosting accounts.
2. What "Unlimited" means. MASS WEBSITES does not set an arbitrary limit or cap on the amount of resources a single Subscriber can use. In good faith and subject to these Terms, MASS WEBSITES makes every commercially reasonable effort to provide its Subscribers with all the storage and bandwidth resources needed to power their web sites successfully, as long as the Subscriber's use of the service complies with these Terms. By not setting limits on key resources, we are able to provide simple, consistent pricing to our Subscribers as they grow their websites. As a result, a typical website may experience periods of great popularity and resulting increased storage without experiencing any associated increase in hosting charges.
3. What "Unlimited" DOES NOT mean. MASS WEBSITES employs complex mechanisms to protect its Subscribers and systems from abuse. MASS WEBSITES's offering of "unlimited" services is not intended to allow the actions of a single or few Subscribers to unfairly or adversely impact the experience of other Subscribers. MASS WEBSITES's service is a shared hosting service, which means that multiple Subscriber web sites are hosted from the same server and share server resources. MASS WEBSITES's service is designed to meet the typical needs of small business and home business website Subscribers in the United States. It is NOT intended to support the sustained demand of large enterprises, internationally based businesses, or non-typical applications better suited to a dedicated server. MASS WEBSITES will make every commercially reasonable effort to provide additional resources to Subscribers who are using their website(s) consistent with these Terms, including moving Subscribers to newer and bigger shared servers as necessary. However, in order to ensure a consistent and quality experience for all Subscribers, MASS WEBSITES does place automated safeguards to protect against any one site growing too quickly and adversely impacting the system until MASS WEBSITES can evaluate said sites resource needs.
4. Unlimited Hosting Space; excessive MySQL files. MASS WEBSITES does not set arbitrary limits on the amount of disk space a Subscriber can use for the Subscriber's website, nor does MASS WEBSITES charge additional fees based on an increased amount of storage used, provided the Subscriber's use of storage complies with these Terms. Please note, however, that the MASS WEBSITES service is designed to host websites. MASS WEBSITES does NOT provide unlimited space for online storage, backups, or archiving of electronic files, documents, log files, etc., and any such prohibited use of the Services will result in the termination of Subscriber's account, with or without notice. Accounts with a large number of files (inode count in excess of 200,000) can have an adverse affect on server performance. Similarly, accounts with an excessive number of MySQL/PostgreSQL tables (i.e., in excess of 1000 database tables) or of database size (i.e., in excess of 3GB total MySQL/PostgreSQL usage or 2GB MySQL/PostgreSQL usage in a single database) negatively affect the performance of the server. MASS WEBSITES may request that the number of files/inodes, database tables, or total database usage be reduced to ensure proper performance or may terminate the Subscriber's account, with or without notice.
5. Unlimited File Transfer. MASS WEBSITES does not set arbitrary limits on the amount of visitor traffic a web site can receive or on the amount of content a Subscriber can upload to his/her/its website in a given month, nor does MASS WEBSITES charge additional fees based on increased use of bandwidth, as long as the Subscriber's use of the Services complies with these Terms. In most cases, a Subscriber's web site will be able to support as much traffic as the Subscriber can legitimately acquire. However, MASS WEBSITES reserves the right to limit processor time, bandwidth, processes, or memory in cases where it is necessary to prevent negatively impacting other Subscribers.
6. Unlimited Domain Hosting. MASS WEBSITES does not set arbitrary limits on the number of domain names a Subscriber can associate with the Subscriber's web hosting account.

2. VPS AND DEDICATED HOSTING USAGE POLICIES 1. Bandwidth Usage. Reseller and Dedicated Hosting accounts are allocated a monthly bandwidth allowance. This allowance varies depending on the hosting package you purchase. Should your account exceed the allocated monthly amount, we reserve the right to (i) suspend the account until the start of the next month’s allocation; (ii) suspend the account until more bandwidth is purchased at an additional fee; (iii) suspend the account until you upgrade to a higher level of package; (iv) terminate the account; and/or (v) charge you an additional fee for the overages. Unused bandwidth in one month cannot be carried over to the next month and bandwidth may not be pooled among multiple servers or accounts.
2. Availability of Support. MASS WEBSITES will provide a default Operating System installation on the Dedicated Server hardware that permits super-user server access to our support staff. Subscriber agrees and acknowledges that if Subscriber alters or removes this server access, MASS WEBSITES’s ability to provide technical support to the Subscriber may be severely limited.
3. Subscriber Super-user Access. Subscriber acknowledges that Subscriber is solely responsible for any changes made with super-user access and that MASS WEBSITES may not be able to reverse any changes and/or recover data lost or damaged through the use of super-user privileges. MASS WEBSITES's level of support to those users accessing super-user privileges will be limited as follows: 1. Reinstallation of corrupted modules, such as control panel files, web server files, etc.
2. Reinstallation of the baseline OS and core file image at Subscriber's request. Subscriber must acknowledge that they understand that a new image install will cause the complete loss of all data stored on the server.
3. Restoration of files from available backups at Subscriber's request. This restoration will be a full restore of the backup files; MASS WEBSITES does not offer file-by-file restoration services.
4. MASS WEBSITES will not attempt any configuration or setup of DNS, firewalls, web server, etc.
5. MASS WEBSITES will attempt basic diagnostics upon Subscriber's request. MASS WEBSITES does not offer in-depth manual diagnostics as part of the Service. Subscriber may contact MASS WEBSITES Professional Services to inquire about additional support offerings.



7. PARKED PAGE SERVICES. MASS WEBSITES provides Parked Page Services on domains registered through or hosted with MASS WEBSITES. User can opt out of the Parked Page Services at any time by simply replacing the default web page on the parked domain or pointing the DNS away from MASS WEBSITES. By using any of the Parked Pages Services, User agrees that MASS WEBSITES may point the domain name or DNS to one of MASS WEBSITES's or MASS WEBSITES's affiliates web pages, and that they may place advertising on User's web page and that MASS WEBSITES specifically reserves this right. User shall have no right to any compensation and shall not be entitled and shall have no right to receive any funds related to the monetization of User's Parked Pages. User agrees to indemnify and hold harmless MASS WEBSITES for any complications arising out of use of the Parked Page Services, including, but not limited to, actions MASS WEBSITES chooses to take to remedy User's improper or illegal use of a Web site hosted by MASS WEBSITES. User agrees it is not entitled to a refund of any fees paid to MASS WEBSITES. If a dispute arises as a result of one or more of User's Parked Pages, User will indemnify, defend and hold MASS WEBSITES harmless for damages arising out of such dispute. User also agrees that if MASS WEBSITES is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a Web site hosted by MASS WEBSITES that MASS WEBSITES, in its sole discretion, may take whatever action MASS WEBSITES deems necessary regarding further modification, assignment of and/or control of the Web site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

8. RESELLER AGREEMENT. In addition to all terms and conditions described in this Agreement, the following shall also be applicable to Resellers, including VPS and Dedicated Hosting Customers utilizing their Account to provide Reseller services. 1. The Reseller agrees, on behalf of both the Reseller and each user signed up by the Reseller, to comply with these Terms of Service.
2. In the event that a Reseller or a Reseller's user is determined to be in violation of the Terms of Service, the Reseller shall, upon receipt of notice of the violation, take prompt action to ensure that the account in question is updated to be in full compliance with the Terms of Service.
3. MASS WEBSITES is not responsible for the actions or misrepresentations of Resellers. The Reseller hereby agrees to indemnify MASS WEBSITES from and against any and all claims made by any user that result from the Reseller's misrepresentation, breach of the Terms of Service or other improper actions by the Reseller.
4. MASS WEBSITES reserves the right to revise its Reseller Programs, Terms of Service at any time. Changes shall take effect when posted online or on any subsequent date as may be set forth in any required notice provided by us in connection therewith.
5. Users who have been signed up by Resellers agree to operate their Web sites in accordance with the Terms of Service.
6. Resellers cannot make any modifications to the Terms of Service. Any such alterations shall be deemed a violation of the Terms of Service and could result in a cancellation of a Reseller's account(s). MASS WEBSITES is not responsible for any modifications made to the Terms of Service by Resellers.
7. Resellers in the Reseller Program assume all responsibility for billing and technical support for each of their Users. MASS WEBSITES reserves the right to refuse inquiries made to customer support from the customers of Resellers.

9. VIRTUAL PRIVATE SERVERS (VPS) OR VIRTUAL DEDICATED SERVERS. When creating a VPS account, we split dedicated servers into independent areas, referred to as “Containers.” Each Container is allotted its own disk space, CPU power, bandwidth, and memory. This isolation of server space allows for independent server customization for which each User is responsible. In addition to all terms and conditions described in this Agreement, the following shall also be applicable to VPS Users: 1. Each User is solely responsible for providing the firewalls, software, web files, content and operating systems for the User's Container.
2. Each User is solely responsible for all installation, maintenance, security and backup of the operating system, software, files and data used in the User's Container, as well as any reinstalls and changes.
3. Each User is solely responsible for all activities conducted in connection with the User’s Container.

10. PROPERTY RIGHTS. These Terms do not give Subscriber any rights in MASS WEBSITES INC intellectual property or technology. MASS WEBSITES INC and related trademarks and logos are the exclusive property of MASS WEBSITES INC. MASS WEBSITES INC and Subscriber agree that neither will, directly or indirectly, reverse engineer or decompile object code or execution code, nor otherwise seek to obtain source code or trade secrets of the other party. Notwithstanding the foregoing, nothing herein shall bar MASS WEBSITES from using any knowledge, information or skills that are generally known or that can be learned or otherwise acquired in the normal course of business.

11. UNIVERSITY PROGRAM 1. MASS WEBSITES provides discounted student rates to participating Universities for their students. During the course of registering for your account, the student provides subscriber information and clicks and agrees to the MASS WEBSITES Terms of Service, located at: http://www.FloridawebsitePros.com/cgi/info/terms.html (the "TOS"). It is the student, not the University, which is the customer and registered holder of the account. As such the student, not the University, is responsible for conducting the activities regarding the account in accordance with MASS WEBSITES Terms of Service. MASS WEBSITES will support such accounts in accordance with its usual practices, which may include suspension or termination of such accounts and websites under certain circumstances in accordance with the MASS WEBSITES Terms of Service and applicable law. However it is important to note that MASS WEBSITES is not legally required to and does not pre-screen content or monitor content placed on customer websites or activities conducted on or through such websites. In each case it is the customer (the student), not MASS WEBSITES and not the university, who is responsible for handling their website in accordance with MASS WEBSITES Terms of Service.
2. Billing information is provided by the student at sign-up or, if the University has prepaid the initial term, when the student signs up for additional products or services or renews the account after the initial term.
3. Please note that any and all amounts prepaid for accounts purchased by the University are non-refundable once the account has been created by the student.

12. DISCLAIMER OF WARRANTY. YOU, THE SUBSCRIBER, ACKNOWLEDGE THAT THE SERVICES AND THE SOFTWARE ARE PROVIDED "AS IS, AS AVAILABLE" WITHOUT ANY WARRANTY OF ANY KIND. MASS WEBSITES HEREBY DISCLAIMS ANY WARRANTY OR CONDITION WITH RESPECT TO THE QUALITY, PERFORMANCE OR FUNCTIONALITY OF THE SERVICES AND SOFTWARE, OR WITH RESPECT TO THE QUALITY OR ACCURACY OF ANY INFORMATION OBTAINED FROM OR AVAILABLE THROUGH USE OF THE SERVICES AND SOFTWARE, OR THAT THE SERVICES AND SOFTWARE WILL BE UNINTERRUPTED, ERROR-FREE OR FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND SOFTWARE MAY CONTAIN ERRORS. NO ADVICE OR INFORMATION GIVEN BY MASS WEBSITES OR MASS WEBSITES'S REPRESENTATIVES INCLUDING, WITHOUT LIMITATION, SUBSCRIBER SUPPORT REPRESENTATIVES, SHALL CREATE A WARRANTY. MASS WEBSITES DISCLAIMS ALL WARRANTIES OR CONDITIONS, EXPRESS, IMPLIED OR STATUTORY INCLUDING, WITHOUT LIMITATION, WARRANTIES OR CONDITIONS OF QUIET ENJOYMENT AND NON-INFRINGEMENT AND ANY IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, TITLE, FITNESS FOR A PARTICULAR PURPOSE, MERCHANTABILITY OF COMPUTER PROGRAMS AND CONTENT. MASS WEBSITES DOES NOT GUARANTEE THAT USERS WILL BE ABLE TO USE THE SERVICES AT TIMES OR LOCATIONS OF THEIR CHOOSING. MASS WEBSITES DOES NOT WARRANT THAT THE SERVICES ARE COMPATIBLE WITH ANY THIRD PARTY SERVICE OR SOFTWARE, EVEN IF SUCH THIRD PARTY CLAIMS, REPRESENTS OR WARRANTS THAT SUCH SERVICE OR SOFTWARE IS COMPATIBLE WITH ANY SERVICE OR MASS WEBSITES IN PARTICULAR.

13. LIMITATION OF LIABILITY. MASS WEBSITES SHALL NOT BE LIABLE FOR NONPERFORMANCE OR DELAY IN PERFORMANCE CAUSED BY ANY REASON, WHETHER WITHIN OR OUTSIDE OF ITS CONTROL. IN NO EVENT SHALL MASS WEBSITES BE LIABLE UNDER CONTRACT, NEGLIGENCE, TORT, CONVERSION, COPYRIGHT INFRINGEMENT, TRADEMARK INFRINGEMENT, IP RIGHTS HOLDER INFRINGEMENT, STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY FOR ANY DIRECT, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF USE, LOST PROFITS, LOSS OF DATA OR INFORMATION OF ANY KIND OR LOSS OF BUSINESS GOODWILL OR OPPORTUNITY) WHETHER OR NOT MASS WEBSITES HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSS OR DAMAGES. MASS WEBSITES SHALL NOT BE LIABLE FOR THE COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY. MASS WEBSITES'S ENTIRE LIABILITY AND SUBSCRIBER'S EXCLUSIVE REMEDY WITH RESPECT TO ANY USE OF THE SERVICES IS THE CANCELLATION OF SUBSCRIBER'S ACCOUNT AS SET FORTH HEREIN. IN NO EVENT SHALL MASS WEBSITES'S LIABILITY TO YOU, THE SUBSCRIBER, EXCEED THE GREATER OF ONE DOLLAR ($1.00) OR ANY AMOUNTS ACTUALLY PAID IN CASH BY YOU, THE SUBSCRIBER, TO MASS WEBSITES FOR THE PRIOR ONE MONTH PERIOD. NO ACTION, REGARDLESS OF FORM, ARISING OUT OF THESE TERMS OR OUT OF THE SERVICES MAY BE BROUGHT BY YOU, THE SUBSCRIBER, MORE THAN ONE YEAR AFTER THE EVENT WHICH GAVE RISE TO THE CAUSE OF ACTION . SOME JURISDICTIONS DO NOT ALLOW A LIMITATION ON LIABILITY FOR NEGLIGENCE THAT CAUSES DEATH OR PERSONAL INJURY AND, IN SUCH JURISDICTIONS, MASS WEBSITES'S LIABILITY SHALL BE LIMITED TO THE GREATEST EXTENT PERMITTED BY LAW.

14. INDEMNIFICATION. You, the Subscriber, agree to defend, indemnify and hold MASS WEBSITES, its affiliates and its sponsors, partners, other co-branders and the respective directors, officers and employees of each harmless from and against any and all claims, losses, damages, liabilities and costs (including, without limitation, reasonable attorneys' fees and court costs) arising out of or relating to your breach of any of these Terms or use by you or any third party of the Services, except to the extent the foregoing directly result from MASS WEBSITES's own gross negligence or willful misconduct. MASS WEBSITES reserves the right, at its own expense, to assume the exclusive defense and control of any matter otherwise subject to indemnification by you, the Subscriber.

15. MISCELLANEOUS 1. Backups. For its own operational efficiencies and purposes, MASS WEBSITES from time to time backs up data on its servers, but is under no obligation or duty to Subscriber to do so under these Terms. IT IS SOLELY SUBSCRIBER'S DUTY AND RESPONSIBILITY TO BACKUP SUBSCRIBER'S FILES AND DATA ON MASS WEBSITES SERVERS, AND under no circumstance will MASS WEBSITES be liable to anyone FOR DAMAGES OF ANY KIND under any legal theory for loss of Subscriber FILES AND/or data on any MASS WEBSITES server. MASS WEBSITES will not attempt to back up accounts that exceed 50,000 files or 30 Gigs of space for any reason.
2. Monitoring and Disclosures. All activities occurring on, in, and/or via the Services or any website hosted by MASS WEBSITES may be monitored, recorded, and examined by any authorized person, including law enforcement. In general, MASS WEBSITES does not monitor its Subscribers' websites or activities to determine whether they are in compliance with these Terms. However, when and if MASS WEBSITES becomes aware of any violation of these Terms, MASS WEBSITES may take any lawful action, and in the event of illegal activity, will take action, to stop or correct such violation, including, but not limited to, shutting down a website, denying access to the Services or to the Internet via MASS WEBSITES, and/or removing non-complying information. In addition, MASS WEBSITES may take any lawful action against a Subscriber or a subscriber, patron, customer, invitee, visitor, or guest of such Subscriber because of the activities of such subscriber, patron, customer, invitee, visitor, or guest. MASS WEBSITES reserves the right to take any such action even though such action may affect other subscribers, patrons, customers, invitees, visitors, or guests of the Subscriber. MASS WEBSITES may disclose any information in its possession, including, without limitation, information about Subscribers, internet transmissions and website activity in order to comply with a court order, subpoena, summons, discovery request, warrant, statute, regulation, governmental request, or other legal process to protect MASS WEBSITES or others from harm, and/or to ensure the proper operation of the Services. MASS WEBSITES.com has no obligation to notify any person, including the Subscriber about whom information is sought, that MASS WEBSITES has provided the information.
3. Accurate Account Information. Subscriber must continually update and keep accurate and current Subscriber's contact information stored and saved on MASS WEBSITES in order to avoid termination of Subscriber's MASS WEBSITES account(s).
4. Duty to Notify MASS WEBSITES of Breach. If Subscriber discovers anyone on the MASS WEBSITES system violating any of these Terms or notices anything suspicious from the MASS WEBSITES network, Subscriber agrees to report the violation or suspicious activity to tos@MASS WEBSITES.com for investigation. MASS WEBSITES reserves the right to and will immediately terminate any account which MASS WEBSITES concludes to be in violation of any of these Terms.
5. Reservation of Rights. MASS WEBSITES reserves the right to refuse or to cancel service to any prospective Subscriber or existing Subscriber for any lawful reason at any time during Subscriber's hosting term with MASS WEBSITES.
6. Severability. These Terms are binding upon MASS WEBSITES, all existing and prospective Subscribers, and upon the assigns, heirs, and successors of each. If any provision of these Terms is held by any court of competent jurisdiction to be invalid or otherwise unenforceable, the rest of these Terms shall, nevertheless, continue to be valid and in full force and effect, to the extent said remaining Terms are then otherwise consistent with the original intent of the Terms of Service.
7. Governing Law. These Terms shall be governed by the laws of the State of Florida without reference to conflict of law principles. The United Nations Convention on the International Sale of Goods shall not apply and is hereby expressly excluded. By subscribing to or using any of the Services of MASS WEBSITES INC, Subscriber agrees that all disputes, if any, involving MASS WEBSITES shall be subject exclusively to the jurisdiction of the State and Federal Courts within the State of FLORIDA; provided, further, that all action brought against MASS WEBSITES INC in State Court must be brought in Flagler County, Florida and, if in Federal Court, in Flagler County, Florida. Subscriber hereby agrees that it is subject to the in personam jurisdiction of said courts for all purposes in connection with these Terms and/or in connection with any claim or dispute involving MASS WEBSITES. Subscriber hereby waives any and all objections that it has or might have, known or unknown, whether under Utah's long arm statute or otherwise, to the existence of said in personam jurisdiction. Subscriber agrees that it has no right to and shall not file or otherwise bring a lawsuit against MASS WEBSITES outside the State of Utah; and, that Subscriber, if involved before a court in a lawsuit outside of the State of Utah, shall be deemed to support and to stipulate to a motion made by MASS WEBSITES to dismiss said lawsuit with respect to MASS WEBSITES.

16. PROHIBITED PERSONS (COUNTRIES, ENTITIES, AND INDIVIDUALS) 1. Sanctioned Countries. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that, with respect to all or certain commercial activities that would otherwise occur between i) the United States, its citizens or residents on the one hand and ii) the governments, citizens, or residents of certain other countries ("Sanctioned Countries") on the other hand, said commercial activities are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded. "Sanctioned Countries" shall be deemed automatically to be added to or otherwise modified from time to time consistent with the determination(s) of the government of the United States, and shall include all other countries with respect to which commercial activities are prohibited, embargoed, sanctioned, banned and/or otherwise excluded by determination(s) of the government of the United States from time to time. 1. Each Sanctioned Country, all governmental, commercial, or other entities located therein, and all individuals located in any Sanctioned Country are hereby prohibited from registering or signing up with, subscribing to, or using any service of MASS WEBSITES.
2. Each individual which is a National or Citizen of a Sanctioned Country is hereby prohibited from registering or signing up with, subscribing to, or using any service of MASS WEBSITES, regardless of where said individual is located.
3. Country-Code Top Level Domain Names for any Sanctioned Countries are hereby prohibited from use in connection with any service of MASS WEBSITES INC.

2. Prohibited Organizations/Entities. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain organizations and/or entities (collectively "Prohibited Organizations/Entities" and individually "Prohibited Organization/Entity") are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Organizations/Entities are those as set forth in the applicable records of the government of the United States, including without limit those set forth at: http://www.ustreas.gov/ofac; and, http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time. 1. Each Prohibited Organization/Entity is hereby prohibited from registering or signing up with, subscribing to, or using any service of MASS WEBSITES INC.

3. Prohibited Individuals. The government of the United States of America, through various of its offices and agencies, including but not limited to, through one or more Executive Orders of the President of the United States, through rules and regulations of the United States Department of State, Department of the Treasury, and Department of Commerce, has determined that certain individuals (collectively "Prohibited Individuals" and individually "Prohibited Individual"), including without limit, certain Specially Designated Nationals are to be prohibited, embargoed, sanctioned, banned, and/or otherwise excluded from all or certain commercial transactions with the United States, its citizens and residents. The Prohibited Individuals are those as set forth in the applicable records of the government of the United States, including without limit those set forth at: http://www.ustreas.gov/ofac; and, http://www.treasury.gov/resource-center/sanctions/SDN-List/Pages/default.aspx, as said determinations and resulting records may be amended, updated, or otherwise modified from time to time. 1. Each Prohibited Individual is hereby prohibited from registering or signing up with, subscribing to, or using any service of MASS WEBSITES INC.



IF YOU, FOR YOURSELF OR ON BEHALF OF ONE OR MORE PERSONS YOU ARE REPRESENTING WITH RESPECT TO MASS WEBSITES SERVICES, DO NOT AGREE TO ANY OF THE FOREGOING TERMS, YOU MUST, FOR YOURSELF AND ON BEHALF ANY SUCH PERSON(S), DISCONTINUE THE REGISTRATION PROCESS, DISCONTINUE YOUR USE OF THE SERVICES, AND, IF YOU ARE ALREADY A MEMBER, CANCEL YOUR MASS WEBSITES ACCOUNT. BEGINNING NOW, ANY CONTINUATION BY YOU IN USING THE SERVICES CONSTITUTES FOR YOU AND THOSE REPRESENTED BY YOU AN EXPRESS AFFIRMATION AND COMMITMENT TO BE (OR TO CONTINUE TO BE, AS APPLICABLE) LEGALLY BOUND BY AND TO COMPLY WITH ALL OF THESE TERMS.

Website Development Agreement


This WEB SITE DEVELOPMENT AGREEMENT ("Agreement") is an agreement between MASS WEBSITES INC ("Company") and the party set forth in the related order form ("Customer" or "you") incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the "Order") and applies to the purchase of all services ordered by Customer on the Order (collectively, the "Services"). The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.

PLEASE READ THIS AGREEMENT CAREFULLY.

BY SIGNING UP AND PAYING FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND COMPANY, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING COMPANY'S USAGE POLICIES. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. YOUR AGREEMENT TO THE TERMS HEREOF ALSO CONSTITUTES YOUR AGREEMENT TO THE USER AGREEMENT AND OTHER "TERMS OF SERVICE" LOCATED AT: http://www.MASS WEBSITES.com/cgi/info/terms.html
1. TERM AND TERMINATION 1. Term of Agreement. This Agreement shall be effective as of the date set forth on the Order and shall remain in force until seven (7) days after the last Coordination Step as set forth in the applicable Order, which shall take place not later than one hundred twenty days (120) after the Order ("Delivery Date"). Company cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.
2. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company's ability to perform the Services hereunder.

2. COMPANY'S AND CUSTOMER'S RESPONSIBILITIES 1. Scope of Work. Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order.
2. Changes. Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company ("Change Order"). Company agrees to notify Customer promptly of any factor, occurrence, or event coming to its attention that may affect Company's ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services. In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.
3. Customer's Responsibilities. Customer agrees to perform all tasks assigned to Customer as set forth in this Agreement or a Change Order, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Web Site. Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone in the event Company's failure to meet its responsibilities and time schedules is caused by Customer's failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement. In the event of any such failure or delay by Customer (i) all of Company's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Company. Customer shall be responsible for making, at its own expense, any changes or additions to Customer's current systems, software, and hardware that may be required to support operation of the Web Site. Unless otherwise contracted with Company or reflected in a Change Order, Customer shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site. With the execution of a Change Order specifically asking Company to assesses the Customer's systems, software and hardware from time to time, Company may agree to perform this function at normal Company rates.

3. WEB SITE DESIGN 1. Design. The design of the Web Site shall be in substantial conformity with the material provided to Company by Customer. Web Site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order. Customer will provide direction to Company by accessing the Company's Customer Relationship Management system ("CRM") and delivering content for Web site construction within. Web Site text will be supplied by the Customer unless copywriting services have been purchased. Development of web pages will take place on the Customer's established web hosting service with Company. All server technical issues are to be handled by Company unless otherwise noted amongst all parties. Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Order. Company shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer's directory on Company's Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other we sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, metatags (i.e., text that is present only when a "Webcrawler" or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
2. Coordination Steps. Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Order. Customer is encouraged to provide as much instruction and direction as possible with each submission.
3. Accessibility of Web Site During Construction. Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Customer through the CRM. Until Customer has approved the final Web Site, none of the Web Pages for Customer's Web Site will be accessible to end users.
4. Completion Date. Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within two (2) weeks of the date of the Order unless otherwise noted. If Customer has not submitted complete text and graphics content within three (3) weeks after the Order, an additional continuation fee of ten percent (10%) of the total Order price will also be assessed each month until the Web Site is published.
5. Copyright to Web Site. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web Site. Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work ("Outside Content") which Company deems necessary to purchase on behalf of Customer to design and develop the Web Site. Customer further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties. Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other web sites separate from Customer. Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web Site, Customer shall own a worldwide right, title, and interest in and to the Web Site (including, its source code and documentation) (the "Custom Programming"). Customer and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Customer and Company also agree that the design and development of the Web Site may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer's specific requirements (the "Code Content"). Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Web Site) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content. Company and its subcontractors retain the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios.

4. MAINTENANCE
 This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased. If the Customer or an agent other than Company attempts updating Customer's pages, time to repair web pages will be assessed at an hourly rate. Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order. This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.
5. FEES 1. Development Fee. The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by Customer) shall be set forth in the Order (the "Development Fee"). This price covers all work for the Order (excluding post-approval modifications not implemented by Customer). Unless otherwise stated in the Order, the Development Fee to Company is due and payable upon placing the Order and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution. Company's services are "AS-IS, WHERE-IS, WITH ALL FAULTS" and refunds may not be provided for Company's services hereunder.
2. Project abandonment. If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.

6. INDEMNIFICATIONS 1. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Customer's responsibilities and Customer Content. This indemnification shall include attorney's fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company's total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.
2. Customer Indemnity. Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the "Customer Content"), or (b) a claim that Company's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

7. REPRESENTATIONS AND WARRANTIES 1. Company makes the following representations and warranties for the benefit of Customer: 1. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company's obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
2. Conformity, Performance, and Compliance. Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer's Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.
3. Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SI