Internet Services Contract

LENGTH OF CONTRACT:

The initial term of this agreement shall commence on the Effective Date for a term of twelve (12) consecutive months. This agreement will automatically renew on a monthly or annual basis unless terminated in writing by either party with 30 day notice. We reserve the right to modify the contract language and such modifications are effective by receipt of the client. All current contract language will be available on our website.

TERMS AND CONDITIONS:

You must first agree to follow all legal rules regarding website content. These rules are as follows: You may not upload anything that: (a) may be considered deceptive; (b) may be defamatory or libelous, lewd, or obscene; (c) may be racist, threatening, harassing, libelous, or a violation of intellectual property laws; (d) promotes stolen, pirated or unlicensed copyrighted material; (e) violates any laws regarding unfair competition, anti-discrimination or false advertising; (f) contains viruses, Trojan horses, worms, time bombs, cancel bots or other similar harmful programming routines; (g) infringes on any third party's copyright, patent, trademark, trade secret or other proprietary rights or right of publicity or privacy; (h) violates any applicable law, statute, ordinance or regulation. All materials deemed to be in violation of any of these rules are subject to removal at the discretion of Evolve Systems. To clarify further: Evolve Systems internet services are all Client/Server based systems, which means that all software code remains on proprietary servers at all times. We are hosting your CMS for use in selling or promoting your products and/or services. Evolve Systems will provide a secure, password-protected control panel from which you, the client, may update, add to, and remove items as well as retrieve orders placed. You must keep your password private at all times. If your password is compromised and you cannot change it using the control panel, you agree to contact Evolve Systems immediately to change your password via the Help Desk at www.evolvehelpdesk.com. Evolve Systems will not be held responsible for down time or damages resulting from Internet downtime. As a self managed system, site backup is exclusively the client’s responsibility, unless the client explicitly contracts with Evolve Systems to provide a backup service for a fee. For optimum security, Evolve Systems recommends that site backup occur both prior to and following any system changes. Instructions on proper back up procedures can be found in our system tutorials and also through the control panel. All applicable setup & installation fees are non-refundable. You may choose to not renew or cancel hosting by sending written notice to: Evolve Systems 1935 County Road B2 West, Suite 101 Roseville, MN 55113. Non-refundable thirty (30) day notice is required.

INDEBTEDNESS

Invoices not paid within 30 days of the date of statement are subject to a 1.5% monthly finance charge (18% APR) and reasonable attorney fees incurred in an attempt to collect unsatisfied debts or obligations to Evolve Systems. Client shall also be subject to immediate service interruption. Please mail payments to Evolve Systems, 1935 County Road B2 West, Suite 101. Roseville, MN 55113.

METHOD OF PAYMENT:

Upon execution of this Agreement rendered, by Client’s authorizing signature herein acknowledged, Client agrees to make payment in full of fees and/or indebtedness to Evolve Systems. The Client has read, understands and further agrees with all terms and conditions of this Method of Payment and with the following TERMS OF AUTHORIZATION for electronic merchant card processing.

CONSENT TO JURISDICTION:

The parties hereto agree that all actions or proceeding arising in connection with this Contract shall be tried exclusively in the State and Federal courts located in the County of Ramsey, State of Minnesota. The aforementioned choice of venue is intended by the parties to be mandatory and not permissive in nature, thereby precluding the possibility of litigation between the parties with respect to or arising out of this Contract in any jurisdiction other than that specified in this paragraph. Each party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph, and stipulates that the State and Federal courts located in the County of Ramsey, State of Minnesota shall have in personam jurisdiction and venue over each of them for the purpose of litigating any dispute, controversy, or proceeding arising out of or related to this Contract. Each party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Contract. Any final judgment rendered against a party in any action or proceeding shall be conclusive as to the subject of such final judgment and may be enforced in other jurisdictions in any manner provided by law.

BILLING QUESTIONS:

Billing questions are addressed during normal business hours. Billing support may be reached at 651-628-4000 or

TECHNICAL SUPPORT:

Web site technical support questions are to be submitted to the Help Desk at http://www.evolvehelpdesk.com/. FAQ and on-line tutorials are available through www.evolve-systems.com. E-Mail technical assistance can be reached 24/7 at 480-624-2500. The time spent by a technician working on a help desk ticket may be billable at $25 per fifteen-minute block. There is a fifteen-minute minimum, and all charges will be automatically billed to the customer.

LIMITATION OF LIABILITY:

Evolve Systems will not be held responsible for down time or damages resulting from Internet or server downtime. As a self managed system, site backup is exclusively the client’s responsibility, unless the client explicitly contracts with Evolve Systems to provide a backup service for a fee. For optimum security, Evolve Systems recommends that site backup occur both prior to and following any system changes.

Evolve Systems warrants that the product will substantially perform the functions or generally conform to the specifications published by Evolve Systems for the product. If it is determined that the product does not operate according to such documentation, Evolve Systems’ only responsibility will be to use reasonable efforts, consistent with industry standards, to cure the defect. All services are provided on an as-is and as-available basis. Other than as expressly set out herein, we have not, and do not, make any warranties whether express or implied This disclaimer includes, but is not limited to the warranties of non-infringement, fitness for a particular purpose, warranties of merchantability, and title. We do not warrant that the services will be uninterrupted, error-free, secure or free from viruses or other harmful components. We are not liable, and expressly disclaim any liability, for the content of any data transferred either to, or from, you or stored by you or any of your customers via the services provided by us.

We specifically disclaim any and all warranties regarding services provided by third parties, regardless of whether those services appear to be provided by us. No warranties made by these third party entities to us shall be passed through to you, nor shall you claim to be a third party beneficiary of such warranties.

E-COMMERCE SPECIFICATIONS

The Client understands and agrees that the Client is responsible to create and publish Terms & Conditions and a Personal Privacy Policy for their shopping cart. The Client must also verify and set up shipping charges and processes. The Client must determine and verify taxation standards for sales and use tax and must monitor all transactions for compliance with security obligations.

FORCE MAJEAURE:

Evolve Systems will make every effort to keep your Web site and other provided services operational. However, certain factors outside of our control may, from time to time, result in temporary service interruptions. You agree not to hold Evolve Systems liable for any of the consequences of such interruptions caused by an unpreventable accident or event that is the result of natural causes and is beyond human power to cause, prevent, or control; including but not limited to floods, fires, earth movements, hurricanes, winds, ice, lightning, extreme weather conditions or other acts of God. In addition, you agree not to hold Evolve System responsible for the consequences of interruptions caused by war, explosion, or malicious mischief.

PERSONAL GUARANTEE:

For good and valuable consideration, the adequacy of which is acknowledged hereby, the undersigned jointly and severally guarantee(s) the payment of all amounts that may become due to Evolve Systems by the business applicant for whom this application form has been completed. As Guarantor (s) the undersigned waives (s) presentment, notice of dishonor, and protest in regard to this Guaranty. Further, I authorize Evolve Systems to obtain a copy of my credit report in connection with their attempt to collect the amounts guaranteed by me. I understand this Personal Guaranty remains effective until released, in writing, by Evolve Systems regardless of any change in the relationship between the applicant and Evolve Systems. Each personal Guarantor must provide a copy of their current driver’s license with this application. It is the responsibility of the personal guarantor to advise Evolve Systems of any changes affecting the Guarantee provided below.

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