Services Agreement 1. SERVICES AND TERM 1.1. Tangled Web Design will provide the Services to Customer for the Service charges. Customer's signature on the Proposal or use of the Service or Tangled Web Design Network constitutes its acknowledgement and agreement to be bound by contract. Capitalized terms are defined at the end of these Terms. 1.2. Each Service's Initial Term is indicated in the proposal. Customer will be deemed to have accepted the Service as of the Service Date. At the end of the Initial Term, Tangled Web Design will contact customer to renew for Renewal Terms equal in length to the Initial Term unless and until terminated as provided herein. 1.3. Customer's account must be current in order to make changes to Services or order additional Services. 2. SERVICE CHARGES AND BILLING 2.1. Service charges are in the Proposal and do not include applicable Taxes unless so indicated. New services or upgrades/relocations will result in additional fees/charges. If a prior Service location remains installed after a new Service location is installed, Customer will be responsible for Service charges for both Service locations until terminated as provided for each Service. 2.2. If, for any reason, services are canceled or client is unsatisfied with services, all monies shall be refunded, minus 25% applications fee's, taxes (if any) and/or special provisions not included in design package. 2.3. Customer agrees to pay all charges and applicable Taxes for the Service via PayPal on the identified business day without counterclaim, set-off, or deduction. No work shall be done unless payment is made in full. Tangled Web Design may change the specifications, Terms, or charges for the Service for any Renewal Term by providing Customer at least sixty (60) days' advance notice. Customer agrees that its obligation to pay the Service charges and Taxes under this Agreement shall survive termination. 2.4. Customers claiming tax exemption must provide Tangled Web Design with a properly executed exemption form. 3. SERVICE USE AND INTERRUPTION 3.1. Customer's use of Tangled Web Design's Services or Network may only be for lawful purposes and must comply with Tangled Web Design's policy. Transmission of any material in violation of any law, any regulation, or the policy is strictly prohibited. Access to other networks connected to Tangled Web Design's Network must comply with such other networks' rules. Resale of Tangled Web Design's Service is not allowed. 3.2. Tangled Web Design will not be held liable for downtime of any hosting service provided. 4. TERMINATION, RESTRICTION, OR SUSPENSION 4.1. Prior to the Service Date, Tangled Web Design may terminate services if not approved by Tangled Web Design corporate management (including credit check). Tangled Web Design also may restrict, suspend, or terminate the service, Customer's use of or access to any Service, or both at any time, if (a) Customer is in material breach of the agreement and, in Tangled Web Design sole judgment, an immediate restriction or suspension is necessary to protect the Tangled Web Design Network or Tangled Web Design ability to provide services to other customers; or (b) Customer's account is unpaid sixty (60) days after date of invoice. 4.2. Either Party may terminate the agreement (a) at the end of an Initial Term or Renewal Term by providing the other Party with at least thirty (30) days' written notice or (b) except as otherwise stated herein, during an Initial Term or Renewal Term if the other Party breaches any material term or condition of this agreement and fails to cure such breach within thirty (30) days after receipt of written notice of the same. 4.3. If the Service is terminated prior to the Service Date, Customer shall pay Tangled Web Design for all Initial Costs for Customer's Service order. If the Service is terminated after the Service Date, Customer shall pay Tangled Web Design (a) for the Service through the date of termination; and (b) except in the case of termination by Customer as provided in Section 4.2 above, or by Tangled Web Design due to loss of connectivity or building access at Customer's building(s) under Section 4.1(C) above, the Initial Costs (unless already paid) and the Termination Charge. Customer acknowledges that because actual damages to Tangled Web Design caused by early termination of a Service order are uncertain and would be difficult to determine, the Termination Charge is a reasonable liquidated damage and is not a penalty. Any reconnections of the Service shall result in additional reconnection charges to Customer at Tangled Web Design's then-prevailing rates. 4.4. If Customer defaults in any of its payment obligations under the agreement, Customer agrees to pay Tangled Web Design's reasonable expenses, including but not limited to legal and collection agency fees, incurred by Tangled Web Design in enforcing its rights. All termination notices by Customer must be sent separately for each Service (including terminating one Service location after a Service is switched to a new Service location) and must be sent to TangledWebDesign.50megs.com. 5. DISCLAIMER OF WARRANTY AND LIMITATION OF LIABILITY 5.1. EXCEPT AS OTHERWISE EXPRESSLY SET FORTH HEREIN, THE SERVICES ARE PROVIDED "AS IS," AND NEITHER Tangled Web Design NOR ANY OF ITS PROVIDERS, LICENSORS, OFFICERS, EMPLOYEES, OR AGENTS MAKES ANY WARRANTY, CONDITION, OR GUARANTEE WITH RESPECT TO THE SERVICES OR AS TO THE RESULTS TO BE OBTAINED FROM THE USE OF THE SERVICES UNDER THIS AGREEMENT OR OTHERWISE. THE SERVICES ARE PURCHASED WITH KNOWLEDGE OF THIS WARRANTY LIMITATION. Tangled Web Design EXPRESSLY DISCLAIMS ALL OTHER WARRANTIES, CONDITIONS, OR GUARANTEES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY WARRANTIES OR CONDITIONS OF MERCHANTABILITY, NONINFRINGEMENT, SATISFACTORY QUALITY, AND/OR FITNESS FOR A PARTICULAR PURPOSE. Tangled Web Design DOES NOT MONITOR, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR, THE CONTENT OF ANY COMMUNICATION TRANSMITTED BY CUSTOMER OR OTHERS, AND DISCLAIMS ALL LIABILITY AND RESPONSIBILITY FOR UNAUTHORIZED USE OR MISUSE OF THE SERVICES. 5.2. WITHOUT PREJUDICE TO OR LIMITING OF Tangled Web Design'S RIGHT TO RECEIVE PAYMENT FOR SERVICES, Tangled Web Design'S ENTIRE LIABILITY FOR ALL CLAIMS OF WHATEVER NATURE (INCLUDING CLAIMS BASED ON NEGLIGENCE) ARISING OUT OF THIS AGREEMENT AND ALL OTHERS BETWEEN CUSTOMER AND Tangled Web Design. 5.3. CUSTOMER RECOGNIZES THAT THE INTERNET CONSISTS OF MULTIPLE PARTICIPATING NETWORKS THAT ARE SEPARATELY OWNED AND NOT SUBJECT TO Tangled Web Design'S CONTROL. CUSTOMER AGREES THAT Tangled Web Design SHALL NOT BE LIABLE FOR DAMAGES INCURRED OR SUMS PAID WHEN THE SERVICES ARE TEMPORARILY OR PERMANENTLY UNAVAILABLE DUE TO MALFUNCTION OF, OR CESSATION OF, INTERNET SERVICES BY NETWORK(S) OR INTERNET SERVICE PROVIDERS NOT SUBJECT TO Tangled Web Design'S CONTROL, OR FOR TRANSMISSION ERRORS IN, CORRUPTION OF, OR THE SECURITY OF CUSTOMER INFORMATION CARRIED ON SUCH NETWORKS OR BY INTERNET SERVICE PROVIDERS. Tangled Web Design SHALL HAVE NO LIABILITY HEREUNDER FOR DAMAGES INCURRED OR SUMS PAID DUE TO ANY FAULT OF CUSTOMER OR ANY THIRD PARTY, OR BY ANY HARMFUL COMPONENTS (SUCH AS COMPUTER VIRUSES, WORMS, COMPUTER SABOTAGE, AND 'DENIAL OF SERVICE' ATTACKS). Tangled Web Design IS NOT LIABLE FOR ANY BREACH OF SECURITY ON THE CUSTOMER'S NETWORK, REGARDLESS OF WHETHER ANY REMEDY PROVIDED IN THIS AGREEMENT FAILS OF ITS ESSENTIAL PURPOSE. CUSTOMER AGREES THAT IT WILL NOT HOLD Tangled Web Design RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, THIRD PARTIES IN CONNECTION WITH THE SERVICES (INCLUDING THOSE WITH WHOM Tangled Web Design MAY CONTRACT TO OPERATE THE SERVICES), OR HOLD A THIRD PARTY RESPONSIBLE FOR ANY SELECTION OR RETENTION OF, OR THE ACTS OR OMISSIONS OF, Tangled Web Design IN CONNECTION WITH THE SERVICES. WITHOUT LIMITING THE FOREGOING, CUSTOMER AGREES THAT IT WILL NOT HOLD Tangled Web Design RESPONSIBLE FOR (A) THIRD-PARTY CLAIMS AGAINST CUSTOMER FOR DAMAGES, (B) LOSS OF OR DAMAGE TO CUSTOMER'S RECORDS OR DATA OR THOSE OF ANY THIRD PARTY, OR (C) LOSS OR DAMAGE TO CUSTOMER ASSOCIATED WITH THE INOPERABILITY OF CUSTOMER'S EQUIPMENT OR APPLICATIONS WITH ANY COMPONENT OF THE SERVICES OR THE Tangled Web Design NETWORK. CUSTOMER AGREES TO MAKE NO CLAIMS RELATED TO THE SERVICES DIRECTLY AGAINST Tangled Web Design AND WAIVES ANY RIGHT TO RECOVER DAMAGES (DIRECTLY OR BY INDEMNITY) RELATED TO THE SERVICES BY CLAIMING AGAINST OR THROUGH A THIRD PARTY TO THIS agreement. 5.4. NEITHER Tangled Web Design NOR ANYONE ELSE INVOLVED IN CREATING, PRODUCING, DELIVERING (INCLUDING SUSPENDING OR DISCONTINUING SERVICES), OR SUPPORTING THE SERVICES SHALL BE LIABLE TO CUSTOMER, ANY REPRESENTATIVE, OR ANY THIRD PARTY FOR ANY INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES ARISING OUT OF THE SERVICES, OR INABILITY TO USE THE SERVICES, INCLUDING, WITHOUT LIMITATION, LOST REVENUE; LOST PROFITS; OR LOSS OF TECHNOLOGY RIGHTS, OR SERVICES EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES, WHETHER UNDER THEORY OF CONTRACT OR TORT (INCLUDING NEGLIGENCE, STRICT LIABILITY, OR OTHERWISE). 5.5. NO ACTION OR PROCEEDING AGAINST Tangled Web Design MAY BE COMMENCED BY THE CUSTOMER AND CUSTOMER ACKNOWLEDGES THAT THIS LIMITATION CONSTITUTES AN EXPRESS WAIVER OF ANY RIGHTS UNDER ANY APPLICABLE STATUTE OF LIMITATIONS WHICH WOULD OTHERWISE AFFORD ADDITIONAL TIME FOR SUCH A CLAIM. 6. INDEMNITY 6.1. Customer will indemnify, defend, and hold harmless Tangled Web Design and its directors, officers, employees, affiliates, as well as its agents and subcontractors, from and against any claims, suits, actions, and proceedings from any and all third parties, and for payment of any Losses, to the extent such Losses arise for any reason. 7. ADDITIONAL PROVISIONS 7.1. Except as to payment obligations of Customer, neither Party shall have any claim or right against the other Party for any reason. 7.2. Neither Party is the agent or legal representative of the other Party, and this agreement does not create a partnership, joint venture, or fiduciary relationship between Tangled Web Design and Customer. Neither Party shall have any authority to agree for or bind the other Party in any manner whatsoever. This Agreement confers no rights, remedies, or claims of any kind upon any third party, including, without limitation, Customer's subscribers or end users. 7.3. This Agreement for Service is made pursuant to and shall be construed and enforced without legal action from either party. 7.4. Notices, if required, must be sent in writing by email. Any other notices shall be void. The Tangled Web Design Network is owned by Tangled Web Design or its licensors, and is protected by copyright and other intellectual property laws. Customer agrees that title to and ownership of the Services, in any form, shall at all times and in any event be held exclusively by Tangled Web Design. Customer shall be entitled to only such rights with respect to the Services as are specifically granted herein.