1.0 Invoice and Payment of Fees Terms

1.1 This agreement represents the order for all services and development costs herein. This agreement shall have a term of one (1) year unless otherwise terminated under Interpretation of Agreement Terms. This Agreement shall automatically renew for successive one (1) year terms unless terminated by written notice given by either party at any time prior to (30) days before the end of the applicable term.

1.2 Client agrees to pay monthly website fees via an automatic credit card payment. Monthly fees will be processed on the 25th of each month for the upcoming month. Client agrees that services may be suspended or terminated upon non-payment.

1.3 Any additions, changes, upgrades or enhancements outside the specifications of this Agreement and attached Proposal are exclusive of this agreement and subject to further charges. The Client agrees to sign a new agreement and WSI reserves the right to apply new fees.

1.4 Third Party Service Providers may update their service, processors and products from time to time affecting the functionality of the Client’s complete Internet Solution post-completion. These changes are beyond WSI’s control. Upon fulfillment of the Internet Solution Proposal outlined herein, WSI under this agreement shall not be responsible to upgrade or modify the Internet Solution to comply with such updates. Any such upgrades are subject to a new Agreement with applicable fees.

1.5 The Client acknowledges and agrees that WSI reserves the right to change Recurring Fees at any time providing 30 Days Notice.

2.0 Internet Solution Development and Maintenance Terms

2.1 The Client acknowledges and agrees that WSI may provide websites to other businesses including those in the same or similar line of business as the Client.

2.2 Website production timelines may vary due to many dependencies including but not exclusive to, delay of client input and approvals at each stage of the development process. Client changes during the development process will also delay timelines and will be subject to additional charges not outlined herein this agreement. WSI reserves the right to restrict all changes to the Proposal until after this agreement and the attached proposal have been fulfilled in order to deliver the Solution to the Client in a timely manner.

2.3 In no event shall WSI or its agents, be liable to the Client for any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by WSI. WSI shall not be liable for any error, omission, defect or deficiency in any service or solution, which may result from, but not exclusive to, the Client's failure to provide complete, accurate and current information to WSI.

2.4 With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logos that directly identify the Client, the Client grants to WSI an indefinite, irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain content prepared by WSI as it relates to performing duties relating to the Client's website while Hosted with WSI.

2.5 Although WSI shall have the right to approve the design, content and links to and from the Client’s website, WSI assumes no responsibility to do so. The Client agrees to be solely responsible for the content of its website and accuracy of all information provided.

2.6 The Client agrees to hold no ownership rights to web development code of Leased or Subscription Solutions or Services or any other web solution developed.

3.0 Hosting and ASP Services Terms

3.1 Under no circumstances shall WSI or its agents be liable to the Client for any network interruptions beyond WSI's control, including without limitation, any downtime regarding computer servers or interruption of Internet Service Providers.

3.2 WSI reserves the right to control and restrict any content on the Client’s website and shall have sole discretion to terminate Hosting and or ASP services, without advance notice due to any information deemed by WSI as illegal, tortuous, false, misleading, fraudulent, libelous, immoral, offensive or otherwise not in conformity with the policies and style of WSI or are unlawful or violates any applicable local, state, national or international law, ordinance or regulation having the force of law or by-law. The Client acknowledges that WSI may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of WSI and that the Client will be bound accordingly to these terms and all other terms outlined in WSI's Hosting SLA.

3.3 WSI will provide reasonable levels of hosting resources, including disk storage and bandwidth to the Client. In the event that WSI deems that resource utilization by the Client is in excess of what WSI deems reasonable, WSI reserves the right to terminate the hosting services component of this agreement or levy such additional hosting fees, as it deems appropriate upon providing the Client with 30 days written notice.

3.4 The Client agrees to provide WSI 30 (thirty) day written notice to terminate Hosting or ASP Services.

3.5 The Client agrees that WSI reserves the right to terminate Hosting and or ASP Services without advance notice if the Client's web solution is detrimental to the Hosting environment including acts of Spam or if the web solution negatively affects server performance or other web solutions on the Hosting environment.

3.6 System and Network Security: Users are prohibited from violating or attempting to violate the security of the WSI Network. Violations of system or network security may result in civil or criminal liability. WSI will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Users who are involved in such violations. These violations include, without limitation:

3.6.1 Accessing data not intended for such User or logging into a server or account, which such User is not authorized to access.

3.6.2 Attempting to probe, scan or test the vulnerability of a system or network or to breach security or authentication measures without proper authorization.

3.6.3 Attempting to interfere with service to any user, host or network, including, without limitation, via means of overloading, "flooding", "mail bombing" or "crashing".

3.6.4 Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting.

3.6.5 Taking any action in order to obtain services to which such User is not entitled.

3.7 Notification of Violation:

3.7.1 WSI is under no duty to look at each Client’s or user's activities to determine if a violation of this Agreement has occurred, nor do we assume any responsibility through this Agreement to monitor or police Internet-related activities.

3.7.2 First violation: Any User, which WSI determines to have violated any element of this Agreement, shall receive an email, warning them of the violation. The service may be subject at WSI's discretion to a temporary suspension pending a User's agreement in writing, to refrain from any further violations.

3.7.3 Second Violation: Users that WSI determines to have committed a second violation of any element of this Acceptable Use Policy shall be subject to immediate suspension or termination of service without further notice.

3.7.4 We reserve the right, to drop the section of IP space involved in Spam or Denial-of-Service complaints if it is clear that the offending activity is causing great harm to parties on the Internet. In particular, if open relays are on your network, or if denial of service attacks are originating from your network. In certain rare cases, we may have to do this before attempting to contact you. If we do this, we will contact you as soon as is feasible.

4.0 Copyright Warranty Agreement Terms

4.1 The Client represents and warrants that: (a) the use, as contemplated by this Agreement, of the material supplied by the Client as described in the Attached Proposal shall not infringe any copyright, trademark, trade secret or other third party proprietary right; and: (b) there is no impediment to the Client's performance of its obligations hereunder.

4.2 I do hereby grant to WSI, unlimited license to use all items described herein, in all Internet formats now known or devised in the future. Licensing rights for all items described herein, except those deemed proprietary to the Client, are assigned WSI as it relates to performing duties relating to the Client's website. I also warrant that the Client named herein, will save and hold harmless WSI, its agents, suppliers or affiliates from any and all copyright infringement judgments resulting from the unlawful use of images and property listed.

4.3 The Client acknowledges that it has no copyright or any other claim nor any rights, title or interest in or to the web development (or other) code of any leased or subscription solutions provided by WSI, or in or to any other works or materials provided by WSI, or in or to any web solution developed by WSI for Client. For its part, WSI shall have no right, interest or claim whatsoever in or to the Client’s trade name, trademark, or logo, or to the external graphic design of any web site specifically designed for the Client by WSI.

5.0 Miscellaneous Terms

5.1 In the event of default under this Agreement, WSI shall have the right to terminate this Agreement and to terminate hosting of the Client’s website and any other services. The Client shall have no right to a refund of any kind and will be responsible for all costs and legal attorney fees incurred by WSI in connection with Client's breach of this Agreement.

5.2 The Client agrees to hold WSI or its agents harmless from and against any and all claims and damages, expenses or liability that arise from or in connection with the all services provided by WSI, Client’s website, content or activities, including but not limited to, any legal attorney fees incurred by WSI. The Client, at its own cost and expense, shall defend any and all actions, which may be brought by WSI. The Client's failure to perform under the terms of this paragraph shall be deemed a waiver of any and all claims, demands for remedies, or causes of action, including specific performance, which the Client might otherwise have against WSI or its agents.

5.3 Indemnification: WSI wishes to emphasize that by signing this Agreement, Client indemnifies WSI for any violation of the Agreement that results in loss to WSI or the bringing of any claim against WSI by any third-party. This means that if WSI is sued because of a Client's activity, the Client will pay any damages awarded against WSI, plus all costs and attorney's fees.

5.4 WSI or its agents will not be liable for lost profits, lost opportunities, indirect, incidental or consequential damages of the Client under any circumstance. WSI is not responsible for any damages your business may suffer. WSI does not make implied or written warranties for any of our services. WSI denies any warranty or merchantability for a specific purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by WSI.

5.5 It is absolutely forbidden to host pornographic content, shell servers or IRC servers. Accounts found hosting this material will be subject to immediate cancellation without refund.

5.6 Responsibility for Content: You, as WSI’s Client, are solely responsible for the content stored on and served by your web solution.

5.7 This Agreement shall be interpreted and construed under the laws of Massachusetts. The parties agree that any action brought by either party against the other shall be brought in Massachusetts and the parties do hereby waive all questions of personal jurisdiction or venue for the purpose of carrying out this provision.

5.8 No right or remedy conferred upon or reserved by WSI is intended, and shall not be deemed, to be exclusive of any other right or remedy provided or permitted herein, by law or by equity, but each right or remedy shall be cumulative of every other right or remedy.