ONLINE MARKETING SERVICES TERMS AND CONDITIONS

Thank you for choosing Epic Marketing. This Online Marketing Services Agreement (the “Agreement”) is between Epic Marketing (hereinafter “Company”) and the Client named on one or more Online Marketing Services Program Order Forms (“Order Form”).  The terms of this Agreement shall apply to all Services provided under the Client’s Order Forms that describe the Online Marketing Program (“Program”).  Each Order Form is subject to the General Terms and Conditions set forth below which are fully incorporated in each Order Form by this reference.

1.  TERMS OF AGREEMENT 

(a)     Exclusivity.  Company will perform, on an exclusive basis, all online marketing tasks for Client set forth in the Order Form.  Client hereby authorizes Company to act on its behalf on all online marketing matters.

(b)     Term of Agreement. In the absence of a contrary provision in the Order Form, and subject to the termination provisions herein, Client authorizes Company to act on its behalf for the term of this Agreement commencing on the Effective Date in the first Order Form (the “Initial Term”).  If not sooner terminated, the term of this Agreement will automatically renew to month-to-month periods following the conclusion of the Initial Term.

(c)     No Services without Execution of Agreement.  Company shall not perform online marketing services on behalf of Client unless and until Client executes, agrees to and enters into this Agreement.

(d)     Budget.  Company will not exceed Client’s budget for a campaign or project, as set forth in the Order Form, without first obtaining written permission from Client.

(e)     Notification.  Client agrees to notify and to permit Company to notify, on its behalf, any online marketing entities to inform them of Client’s selection of Company as its Agent.  Client further agrees to notify and direct all online marketing solicitations to Company.

(f)      Client Approval. Client shall be responsible for approving all material, including the accuracy of its content (including any representations, claims, offers, promises, guarantees and contact information) before it is published or forwarded to an online service providers.  The Company will use its best reasonable efforts to prepare accurate information during the design and development process, subject to Client’s final responsibility to proof and confirm that the content is accurate.

2.  PAYMENT AND BILLING TERMS AND CONDITIONS

(a)     Time.  Unless otherwise set forth in the Order Form, all payments for online marketing services are to be paid in advance by Client to Company, as invoiced by Company, before any online marketing services are provided, purchased, or implemented.

(b)     Materiality.  Time is of the essence with this Agreement. Payment dates are a material term of this Agreement.  Upon Client’s failure to make timely payment, Company, in its own discretion, may immediately discontinue further performance under, or terminate, this Agreement.

(c)     Graphic Design.  At client’s request or as necessary to implement online marketing campaigns outside scope of Program, Company will provide graphic design services to client.  Client agrees to pay $95 for each hour of graphic design services performed for, or on behalf of, Client by Company and Company’s employees, consultants, contractors and agents.

(d)     Web Development.  At client’s request or as necessary to maintain or implement website design or development outside scope of Program, Company will provide web development services to client.  Client agrees to pay $105 for each hour of web development services performed for, or on behalf of, Client by Company and Company’s employees, consultants, contractors and agents.

(e)     Right to Modify Terms of Payment.  Upon reasonable belief of Company that Client’s credit has been impaired, Company may request adequate assurances from Client verifying Client’s ability to pay on an ongoing basis.  In the absence of reasonable assurances, Company may request advance payment and an additional retainer against estimates of future service fees for a period of three (3) months. If the parties do not agree on such modified payment terms, Company may terminate the Agreement.

(f)      Billing and Collection.  Company will invoice Client monthly unless otherwise provided in the Order Form.  Any invoice or payment that is delinquent for more than fifteen (15) days may, in the Company’s sole discretion, be subject to interest at the rate of 1.5% per month (18% per annum) from the original due date or the highest rate allowable under applicable law, whichever is less.  If any balance remains unpaid for a period of thirty (30) days, Company may terminate the agreement immediately and endeavor to collect any outstanding balance by means of applicable legal procedures, including without limitation, referral to a collection agency or institution of legal proceedings.  Client shall be responsible for all collection costs, including actual reasonable collection fees of 35% and attorney’s fees.

(g)     Credit Card Charges.  If the applicable Order Form specifies that payment will be made by commercial or personal credit card specified by Client, Company may charge the client’s credit card on file with the Company for the full amount, plus any outstanding amounts, in the case of delinquent payments, interest and other charges set forth in the Agreement, any credit card processing fees, and a five percent (5%) late fee.  Interest and penalties shall be compounded until paid in full.

(h)     Credit Report.  Client hereby authorizes Company to obtain Client’s credit report upon execution of the Agreement and a new Order Form.  Client further authorizes Company to obtain such credit report if it requests assurances as set forth in Section 2(e) above.

3.  TERMINATION

(a)     Non-cancelable Period.  Should Client wish to terminate this Agreement after the initial contract term as noted in Order Form (non-cancelable period), Client shall give the Company thirty (30) days advance written notice of termination, which cannot be submitted until after the non-cancelable period.

(b)     Mid-month Cancellation. Client canceling mid-month will still be responsible for paying the month in full by Client to Company, as invoiced by Company.  Upon termination of this Agreement, any and all outstanding media, marketing, graphic design and web maintenance and design and other costs and expenses owed pursuant to this Agreement shall be immediately due and payable by Client to Company.

(c)     By Client. If Client terminates this Agreement prior to its expiration, Client shall pay Company the agreed upon rate for services (including preparatory work) provided to Client or contracted for by the Company on Client’s behalf through the date of termination plus any applicable penalties, liquidated damages, costs and expenses incurred by Company resulting from termination including, but not limited to, expenses incurred in connection with the cancellation of media purchases and contracts and web hosting or servicing contracts.

(c)     By Company. If Company terminates this Agreement prior to its expiration (other than for cause), and Company and Client cannot agree on a satisfactory substitute day or time for continuance of services covered by this Agreement at rates upon which this Agreement is based, Client shall pay Company for only services made through the date of termination without penalty; that is, Client shall have the benefit of the same discounts which it would have earned had it been allowed to complete the contract in the event of termination hereunder.

(d)     Website Design and Implementation. The Company invests a great deal of time and effort into creating a one-of-a-kind website that is specifically designed for the Client, therefore; the website design and implementation service fees are not refundable or cancelable. Upon termination of this Agreement, any and all outstanding graphic design, web maintenance and design and other costs and expenses owed pursuant to this Agreement shall be immediately due and payable by Client to Company.

4.  EFFECT OF BREACH

(a)     By Client.  Company shall have the right to terminate this Agreement at any time following default by Client in the payment of amounts owed, as set forth in the applicable Order Form, or any other material breach of the terms of this Agreement that remains uncured following a thirty (30) day written notice of such breach.  Upon termination, all amounts then owed by Client pursuant to this Agreement shall become immediately due and payable.

(b)     By Company.  If Client terminates this Agreement based upon Company’s material breach of the terms of this Agreement, which breach remains uncured following a thirty (30) day written notice of such breach, Company’s liability shall be limited to the payment, as liquidated damages, of a net sum equal to Client’s actual non-cancelable costs incurred by Client for the online marketing programs for the remainder of the term of the Agreement.

5.  NATURAL AND UNAVOIDABLE CATASTROPHES

If, due to public emergency or necessity, force majeure, restriction imposed by law, acts of God, labor disputes, or for any other cause reasonably beyond Company’s control, Company is unable to perform online marketing or advertise as agreed pursuant to this Agreement, Company shall not be liable to Client or any other party for the damages incurred in connection with such failure.

6.  SUBSTITUTION OF ONLINE PROGRAM

Company may substitute or accept substitution of online marketing programs on the condition substitution meets the requirements of the marketing campaigns required pursuant to this Agreement and the applicable Order Form.

7.  THIRD-PARTY SERVICES AND CONTRACTORS

Unless otherwise noted on the face of this Agreement or applicable Order Form, all online marketing fees incurred for third-party services shall be invoiced by Company and paid by Client in advance.

8.  INDEMNIFICATION

TO THE MAXIMUM EXTENT PERMITTED BY LAW, CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS COMPANY, ITS AFFILIATES, AND THEIR RESPECTIVE DIRECTORS, OFFICERS, EMPLOYEES AND AGENTS FROM AND AGAINST ANY AND ALL CLAIMS, ACTIONS, SUITS OR PROCEEDINGS, AS WELL AS ANY AND ALL LOSSES, LIABILITIES, DAMAGES, COSTS AND EXPENSES, INCLUDING ACTUAL REASONABLE ATTORNEYS FEES, (COLLECTIVELY “CLAIMS”) TO THE EXTENT SUCH CLAIMS ARISE FROM OR IN ANY MANNER RELATED (DIRECTLY OR INDIRECTLY) TO ANY WORK PERFORMED OR SERVICES PROVIDED UNDER THIS AGREEMENT; THE CONTENT OF ANY WEBSITES, ONLINE MARKETING, ADVERTISING OR MARKETING ADS, COPY AND MATERIALS PREPARED BY COMPANY FOR OR ON BEHALF OF CLIENT; ANY BREACH OF AN AGREEMENT BETWEEN CLIENT AND A THIRD-PARTY; ANY VIOLATION OF ANY FEDERAL, STATE, OR LOCAL LAW OR REGULATIONS; OR A THIRD PARTY; AND ANY BREACH OF THE TERMS OF THIS AGREEMENT BY CLIENT.

9.  GENERAL

(a)     Online Marketing Responsiveness.  To the best of Company’s ability, Company will place the online marketing ads covered by this Agreement or on the days and/or approximate times provided in an applicable Order Form.

(b)     Assignment and Waiver.  This Agreement and all applicable Order Forms, may not be assigned or transferred by Client without first obtaining the written consent of Company; nor may Company be required to perform online marketing services hereunder for the benefit of anyone other than Client.  The failure of either party to enforce any rights granted hereunder shall not be deemed a waiver by that party as to subsequent enforcement of rights or subsequent actions in the event of future breach.

(c)     Governing Law, Venue, and Jurisdiction.  This Agreement shall be governed by the laws of the State of Utah.  The exclusive venue for any litigation or court action arising out of or related to this Agreement shall be in the state and federal courts located in Salt Lake County, Utah.  Company and Client consent to the jurisdiction of the courts located in Salt Lake County, Utah for all litigation and court action arising out of or related to this Agreement.  The parties acknowledge and agree that the provision of certain Services under this Agreement and applicable Order Forms may be subject to the Rules and Regulations and the administrative decisions of the Federal Communications Commission made pursuant to its quasi-legislative and quasi-judicial powers.

(d)     Joint Drafting.  Both Company and Client have had the opportunity to review and recommend changes to this Agreement and applicable Order Forms to seek professional input as desired.  Ambiguities of intent or language shall not be construed against either party.

(e)     Severability.  If any part of this Agreement is unenforceable, the remainder of this Agreement will continue in full force and effect.

(f)      Entire Agreement.  This Agreement and Order Forms contain the entire agreement between the parties relating to the subject matter herein contained. This Agreement may be changed by Company at any time without prior notice.

(g)     Web Hosting.  In the event Client cancels Local Marketing Program after the initial Agreement term, Client agrees to terminate Company’s web hosting services and to transfer domain names, website files, marketing materials and databases to another hosting company within thirty (30) days of cancellation date. All costs related to web hosting transfer is at Client’s expense; all costs not limited to and including zipping up website files, databases, trouble shooting, support questions and Company’s time will be billed to Client at a rate of $105 per hour.  If Client fails to transfer web hosting services within thirty (30) days of cancellation date, Client risks interruption of web services and/or outage of Client’s website and related services.

(h)     Website Content.  The Company agrees to provide Client up to 20 pages of custom content of up to 500 words per page.  Company includes up to 20 images from Company stock gallery.  Custom images, content or design will be billed at Web Development rate of $105 per hour. In the event that Client cancels the monthly web hosting services prior to the period set forth in Order Forms of this Agreement, all domain names, logos, marketing materials, images and website designs created by Company will remain Company’s sole property.

(i)      Website Development.  Client shall provide to Company three (3) preferred website examples as a reference for Company before design phase begins.  Company will deliver one (1) website design mock up based on instructions and website references from Client.  Company agrees to complete up to three (3) revisions of the mock-up. The website will be developed from the agreed upon mock-up.  Once website “goes live”, the website will be considered complete by both parties and any further design changes or alterations will be subject to a Web Development hourly rate of $105.  For the first thirty (30) days after website “Go Live”, Company agrees to resolve any bug or code issues existing in the initial build of Client’s website, at no additional cost to Client.  Company estimates that the Client’s website will be completed within forty-five (45) days of Client’s approval of mock up.

10. TRANSFER OF AGREEMENT

Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company.  In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.

WEB HOSTING AGREEMENT

This Web Hosting Agreement (the “Agreement”) is between Epic Marketing (hereinafter “Company”) and the Client named on one or more Online Marketing Services Program Order Forms (“Order Form”).  The terms of this Agreement shall apply to all Services provided under Schedule “A” below and the Client’s Order Forms.  Each Order Form is subject to the Web Hosting Agreement set forth below which are fully incorporated in each Order Form by this reference. Each party represents and warrants that they are authorized to enter into this Agreement in entirety and duly bind their respective principals.

1. Service Terms and Conditions       

Subject to the terms and conditions of this Agreement, Company will provide Web Hosting services for Client subject to the following terms:

(a)     Services. Company shall provide hosting and related services to Client in accordance with the terms of this Agreement. The hosting services to be provided by Company are described as set out in the applicable Order Forms and incorporated into this Agreement (hereinafter referred to as “Services”).

(b)     Length of Service. The length of Service required is based on the type of service desired by Client and shall be determined solely by Company and outlined in the applicable Order Form or in Schedule “A” below.

(c)     Service Start Date. The first payment plus setup charges, if any, shall be due in advance of any Services being provided. Services shall begin upon Company receipt of payment for such first Term of Service or upon a mutually agreed upon alternate date.

(d)     Renewal by Client. This Agreement will automatically renew at the expiration of the initial term to month-to-month periods at the monthly rate for the described Program of the Client’s Order Form.  Client shall give the Company thirty (30) days advance written notice of termination which cannot be submitted until after the non-cancelable period.

2. End User Pricing and Web Hosting Compensation

Client pricing and Web Hosting Compensation is outlined on the applicable Order Form or Schedule “A” below, and is subject to change at the sole discretion of Company.

3. Terms of Payment

(a)     Time.  Unless otherwise set forth in the Order Form, all payments for online marketing services are to be paid in advance by Client to Company, as invoiced by Company, before any online marketing services are provided, purchased, or implemented.

(b)     Materiality.  Time is of the essence with this Agreement. Payment dates are a material term of this Agreement.  Upon Client’s failure to make timely payment, Company, in its own discretion, may immediately discontinue further performance under, or terminate, this Agreement.

(c)      Billing and Collection.  Company will invoice Client monthly unless otherwise provided in the Order Form.  Any invoice or payment that is delinquent for more than fifteen (15) days may, in the Company’s sole discretion, be subject to interest at the rate of 1.5% per month (18% per annum) from the original due date or the highest rate allowable under applicable law, whichever is less.  If any balance remains unpaid for a period of thirty (30) days, Company may terminate the agreement immediately and endeavor to collect any outstanding balance by means of applicable legal procedures, including without limitation, referral to a collection agency or institution of legal proceedings.  Client shall be responsible for all collection costs, including actual reasonable collection fees of 35% and attorney’s fees.

4. Support Services

Company shall provide technical and support services (“Support Services”) to Client during normal business hours (9 a.m. to 5 p.m. MST Monday through Friday), via telephone support, however Company’s Support Services shall be limited to matters pertaining to Company’s servers, Internet connection, Company’s corporate policies and this Agreement. Company does not provide technical support for any third party software of any kind, downloaded from the Internet or otherwise acquired, and incorporated by the Client into the Website. Support Services such as email, security updates, transferring a website to another hosting service and hardware device support are not included in the Services Fee and are invoiced to the Client on an hourly basis at $95 per hour as indicated in the applicable Order Form or Schedule “A” below.

5. Third Party Software Prohibited

(a)     Client is strictly prohibited from installing any third party software on Company’s servers without the express written authorization of Company.

(b)     In the event that the authorized third party software disrupts Company’s server, Company shall have the right to temporarily disable the software until the problem can be resolved.

(c)     In the event that the Client installs third party software on Company’s servers without the express written authorization of Company, Company shall have the right to terminate the Services without notice pursuant to section 18 herein.

6. Disk Space

Company will provide the amount of hard disk storage space specified in the applicable Order Form or Schedule “A” below. In the event that the Client exceeds its allotted disk space, Company shall notify the Client to delete the additional files and the Client agrees to delete such additional files or pay supplemental charges for additional disk space.

7. Data Transfer Rates

The Client shall be limited to the amount of data transfer as specified in Schedule “A” below, which shall include Web server traffic, FTP traffic and any other traffic generating program. Company shall have the right to disable the Website and disable Client access to Company servers if a Client exceeds its allotted amount of data transfer.

8. Security

(a)     Company shall provide Client with firewall protection to help prevent unauthorized access to Client’s Website, which will consist of hardware and software designed and configured to control or limit access to our computers and network resources.

(b)     Company shall make reasonable efforts to configure that firewall, provide intrusion testing, and upgrade and update the firewall throughout the Term, but Client agrees with Company that intrusions by a determined unauthorized user cannot be prevented.

9. Back-up Data and Disaster Recovery

(a)     Company shall back up the Website and Client’s data daily and retain those back-ups on site.

(b)     In the event that Client’s data is lost from Client’s servers, Company shall restore the backup data to Client’s servers. Client may wish to mirror its data and/or its Website in another location.

(c)     Company shall not be responsible for files that cannot be recovered due to corrupt data, files or any other disaster or event not in control of Company.

10. Client Access

(a)     Client will have content management and FTP file access. Client will not have CPANEL, WHM, ROOT or SSH access to Company servers.

(b)     Client’s connection will be secured by the firewall referred to in section 8 above.

11. Proprietary Information

Proprietary information exchanged hereunder shall be treated as such by Client. This information shall include, but not be limited to, the provisions of this Agreement, product and services information and pricing. Client further agrees to not decompose, disassemble, decode or reverse engineer any Company program, code or technology delivered to Client or any portion thereof.

12. Confidentiality

Company shall not disclose to any third party or use, except in connection with the performance of Services hereunder, any confidential information of the Client’s business (“Confidential Information”) learned by Company in the course hereof. Confidential Information shall include:

(a)     Client’s plans for the Website.

(b)     Specifications of the Client’s Website and any future development plans.

(c)     Concepts relating to the Client’s Website not disclosed from the operation of the Website

(d)     Trade secrets of the Client.

(e)     Information derived from providing the Services when Website is in operation, including but not limited to:

1.      Identities, contact information and credit card information of Client’s users (if applicable).

2.      Confidential information of the Website’s use, such as number of users, unique visitors and unique visits (if applicable).

(f)      Notwithstanding the foregoing, this confidentiality obligation shall not apply to any information which is already known to the public or in the event that Company receives a validly issued administrative or judicial order, warrant or other process that requires the Company to disclose all or part of the Confidential Information or is otherwise required to disclose any Confidential Information in order to comply with any law.

13. Client Content

(a)     The Client acknowledges that responsibility for all content provided by the Client to the Company for the performance of the Services or otherwise included in the Website (the “Client Content”) is the sole and exclusive responsibility of the Client and that Company will not be held responsible in any way for any copyright infringement or violation, or the violation of any other person’s rights or the violation of any laws, including but not limited to infringement or misappropriation of copyright, trademark or other property right of any person or entity, arising or relating to the Client Content.

(b)     The Client acknowledges and agrees that Company may elect at its sole discretion to monitor the Client Content. Company shall have the right, but not the obligation, to remove Client Content which is deemed, in Company’s sole discretion, harmful, offensive, in violation of any provision of this Agreement or breaches any law.

(c)     The Client agrees to indemnify and save harmless Company from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of any such Client Content provided by the Client.

14. Compliance with the Law

(a)     The Client acknowledges and agrees that Company may elect at its sole discretion to monitor the activities of the Client on its Website. Client agrees to use the Services and the Website for legal purposes only. In the event that Company becomes aware or reasonably believes, in its sole discretion, that the Website is being used for illegal purposes, Company shall be entitled to immediately terminate the Agreement and the Services without notice in addition to any remedies to which it may be entitled under law.

(b)     The Client agrees to indemnify and save harmless Company from and against all losses, damages, actions or causes of action, suits, claims, demands, penalties and interest arising in connection with or out of any illegal use of the Services or the Website.

15. Warranties

Company makes no warranties or representations of any kind, whether expressed or implied for the Service it is providing.  Company also disclaims any warranty of merchantability or fitness for any particular purpose and will not be responsible for any damages that may be suffered by Client, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of Client. Use of any information obtained by way of Company is at Client’s own risk, and Company specifically denies any responsibility for the accuracy or quality of information obtained through its Services. Connection speed represents the speed of an end-to-end connection. Company does not represent guarantees of speed or availability of end-to-end connections. Company expressly limits its damages to Client for any non-accessibility time or other down time to the prorated monthly charge during the system unavailability. Company specifically denies any responsibilities for any damages arising as a consequence of such unavailability.

16. Trademarks and Copyrighted Material

Client warrants that it has the right to use any applicable trademarks or copyrighted material used in connection with this service.

17. Transfer of Agreement

Client may not assign or transfer this Agreement, in whole or in part without the prior written consent of Company.  In the event that Client contemplates whole or partial sale of its business, ownership change, or change in jurisdiction, Client shall notify Company by mail, facsimile or email no less than 60 days prior to the effective date of the event.

18. Termination

(a)     Non-cancelable Period.  Should Client wish to terminate this Agreement after the initial term (non-cancelable period), Client shall give the Company thirty (30) days advance written notice of termination, which cannot be submitted until after the non-cancelable period.

(b)     Mid-month Cancellation. Client canceling mid-month will still be responsible for paying the month in full by Client to Company, as invoiced by Company.  Upon termination of this Agreement, any and all outstanding web maintenance and other costs and expenses owed pursuant to this Agreement shall be immediately due and payable by Client to Company.

(c)     By Client. If Client terminates this Agreement prior to its expiration, Client shall pay Company the agreed upon rate for services (including preparatory work) provided to Client or contracted for by the Company on Client’s behalf through the date of termination plus any applicable penalties, liquidated damages, costs and expenses incurred by Company resulting from termination including, but not limited to, expenses incurred in connection with the cancellation of media purchases and contracts and web hosting or servicing contracts.

(d)     By Company. If Company terminates this Agreement prior to its expiration (other than for cause), and the Company and Client cannot agree on a satisfactory substitute day or time for continuance of services covered by this Agreement at rates upon which this Agreement is based, Client shall pay Company for only services made through the date of termination without penalty; that is, Client shall have the benefit of the same discounts which it would have earned had it been allowed to complete the contract in the event of termination hereunder.

(e)     Web Hosting.  In the event Client cancels Local Marketing Program after the initial Agreement term, Client agrees to terminate Company’s web hosting services and to transfer domain names, website files, marketing materials and databases to another hosting company within thirty (30) days of cancellation date. All costs related to web hosting transfer is at Client’s expense; all costs not limited to and including zipping up website files, databases, trouble shooting, support questions and Company’s time billed at a rate of $105 per hour.  If client fails to transfer web hosting services within thirty (30) days of cancellation date, Client risks interruption of web services and/or outage of Client’s website and related services.

19. Independent Contractors

Company and Client are independent contractors and neither shall act as the other’s agent, or be deemed an agent or employee of the other, nor shall this Agreement be interpreted as creating a partnership or joint venture or otherwise.

20. Assignment

Neither party may assign or otherwise transfer this Agreement without the written consent of the other party. This Agreement shall ensure to the benefit of and bind the parties hereto and their respective legal representatives, successors, and assigns.

21. Force Majeure

Neither party hereto shall be responsible for any losses or damages to the other occasioned by delays in the performance or non-performance of any of said party’s obligations when caused by Acts of God, strike, acts of war, inability of supplies or material or labor or any other cause beyond the reasonable control of the said party.

22. Indemnification

Client shall indemnify and hold Company harmless from and against any and all claims, judgments, awards, costs, expenses, damages and liabilities (including reasonable attorney fees) of whatsoever kind and nature that may be asserted, granted or imposed against Company directly or indirectly arising from or in connection with Client’s marketing or support services of the product or services or the unauthorized representation of the product and services or any breach of this Agreement by Client.

23. Severability

In the event any portion of this Agreement is deemed to be invalid or unenforceable, such portion shall be deemed severed and the parties agree that the remaining portions of this Agreement shall remain in full force and effect.

24. Entire Agreement

This Agreement and applicable Order Forms or Schedule “A” below contain the entire agreement between the parties relating to the subject matter herein contained. This Agreement may be updated or changed by Company at any time without prior notice.

25. Counterparts

This Agreement may be executed in counterparts in the same form and such parts so executed shall together form one original document and be read and construed as if one copy of the Agreement had been executed.

26. Governing Law, Venue and Jurisdiction

This Agreement shall be governed by the laws of the State of Utah.  The exclusive venue for any litigation or court action arising out of or related to this Agreement shall be in the state and federal courts located in Salt Lake County, Utah.  Company and Client consent to the jurisdiction of the courts located in Salt Lake County, Utah for all litigation and court action arising out of or related to this Agreement.  The parties acknowledge and agree that the provision of certain Services under this Agreement and applicable Order Forms may be subject to the Rules and Regulations and the administrative decisions of the Federal Communications Commission made pursuant to its quasi-legislative and quasi-judicial powers.

Schedule A

SERVICES

1.      Hosting of Website on Company’s servers.

2.      Firewall protection of Website servers.

3.      Back-up of Client data every other day on-site and off-site.

4.      2 GB of hard disc storage space.

5.      2 GB of data transfer per month.

FEE SCHEDULE

$95 per hour for Technical Support Services, as required.

$105 per hour for Transfer of Website Hosting Services upon termination, as required.