Terms of Services

This agreement (“Agreement”) is between service provider TM Solutions Group Inc. dba Ripple Web (“Ripple Web”) and the Customer (“Customer”) as specified in the order form (“Order”). The agreement is made effective as of the date of the order. The parties agree as follows:

Overview

This agreement in conjunction with the Ripple Web Acceptable Use Policy are intended to cover IT Services provided by Ripple Web and received by the Customer. This Agreement and the Acceptable Use Policy (“AUP”) together, contain the entire understanding between Ripple Web and Customer with respect to the services (“Services”) described in the Order and supersedes all prior agreements, understandings, negotiations and discussions, whether oral or written, between Ripple Web and Customer. Customer acknowledges and agrees that its entire right relating to Ripple Web Services are as set forth in this agreement and hereby waives all other rights that it may have by implication of law or otherwise.

1. Services

Subject to the terms and conditions of this agreement, Ripple Web agrees to provide the IT Services specified in the Order. Subject to Customer’s right to terminate this agreement in accordance to Section 5 of this agreement, Ripple Web may expand or contract the scope of the Ripple Web’s services by issuing an amended order form to the Customer in advance of such change.

2. Initial Term

The initial term of this Agreement is stated in the Order (“Initial Term”). The Initial Term shall not commence until Ripple Web accepts and confirms the completed order form from the Customer and until first payment as set out in the Order is made in full by the Customer for Services to be provided during the Initial Term.

3. Renewal Term

Unless terminated by Ripple Web or in accordance with Section 5 of this Agreement, this Agreement will automatically renew for successive terms of equal length to the Initial Term at the applicable rate and discounts.

4. Fees and Payment

The Customer agrees to pay Ripple Web, without limitation, for services provided. Customer is fully responsible to ensure payment of any and all amounts due, are paid on time independently of receiving any invoices or billing notifications from Ripple Web. Customer accounts may be cancelled with or without warning if any and all customer accounts are not paid up-to-date.

Customer is responsible for keeping their contact and billing information up-to-date and accurate, including but not limited to a properly functioning and reachable email address and telephone number.

Invoices will be provided to Customer by any of the following means: email, online Ripple Web account control panel, fax or mail. Ripple Web assumes no responsibility for invoices lost or not received. Dollar amounts and costs indicated for all Ripple Web services are in US dollars, unless otherwise stated. Ripple Web reserves the right to refuse acceptance of any form of payment or terms. Service and/or handling fees above and beyond those listed may apply at the discretion of Ripple Web.

4.1 Overdue Accounts

Service will be suspended on accounts that reach 5 days past due. Service interrupted for non-payment is subject to a $100 reconnect charge. Suspended accounts are cancelled automatically after 7 days unless: payment is received in full or alternative, suitable arrangements are made with Ripple Web. If an account is cancelled, there is NO possibility that it can be restored and/or its data recovered.

4.2 Other Charges

Customers agrees to pay all sales and value-added taxes, duties or levies imposed by any authority, government, or government agency in connection with the Ripple Web services as provided under this agreement.

4.3 Traffic Usage

Monthly traffic overages will be billed to Customer at regular rates without further notice on a monthly basis. Ripple Web reserves the right to change the rates for Service provided under this Agreement at any time after the Minimum Service Period or any subsequent term by providing written notice to Customer at least 30 days in advance of the effective date of the change.

5. Cancellation

All hosting contract terms are specified on the Order. The cancellation of any hosting service by the Customer MUST be made in writing to Ripple Web at least 30 days prior to the requested cancellation date. There are no partial refunds or credits for early cancellations. All payments to Ripple Web are final and non-refundable.

6. Acceptable Use Policy

Customers must comply with the then-current version of the Ripple Web AUP which is available at the following URL: http://www.rippleweb.com/aup. Ripple Web reserves the right to amend the Policy. Ripple Web reserves the right to suspend the Services or terminate this Agreement effective upon notice for a violation of the Policy.

7. Service Level Agreement

The Service Level Agreement (“SLA”) for this service is set forth at http://www.rippleweb.com/sla. Ripple Web reserves the right to amend the SLA from time to time effective upon posting to the website; provided that in the event of any amendment resulting in a material reduction of the SLA service levels or credits, Customer may terminate this Agreement without penalty by providing Ripple Web written notice of termination during the 30 days following notice of such amendment. The SLA sets forth a Customer’s sole and exclusive remedy for any claim relating to this agreement, including any failure to meet any service level set forth in the SLA. The maximum amount of credit in any calendar month under the SLA will not exceed the monthly fee.

8. Maintenance Windows

The Customer agrees that it may be necessary for Ripple Web to temporarily suspend services for technical reasons or to maintain the Ripple Web network, the Equipment or any other facilities, the timing of which will be as determined by Ripple Web. Such suspension of the Services known as “Maintenance Windows” will not be an interruption of the Ripple Web Services for the purpose of calculating network availability or the Customer’s entitlement to SLA credit(s).

9. Termination of Agreement

If Customer breaches any of its obligations under this agreement or the Acceptable Use Policy (AUP) then Ripple Web may terminate this agreement at any time and without prior notice.

9.1 Discretionary Suspension or Cancellation of Services

Ripple Web reserves the right to refuse, suspend or cancel services provided to Customer for any reason Ripple Web deems necessary or warranted, including but not limited to, abusive or belligerent behavior, excessive administrative issues, consistent delinquent or late payments. Ripple Web may exercise this right at any time without prior warning or further explanation to Customer.

Ripple Web is not responsible for any loss of data or downtime resulting from willful, accidental or mistaken disconnection or cancellation of an account.

10. Limitation of Liability

Customer acknowledges and agrees neither Ripple Web nor any of its members, shareholders, directors, officers, employees or representatives will be liable for any special, indirect, consequential, punitive or exemplary damages, or damages (including but not limited to damages for loss of profits or savings, loss of data, or loss of use) in connection with this agreement. If, despite the foregoing limitations, Ripple Web or any of its shareholders, directors, officers, employees or representatives should become liable to Customer or any other person in connection with this agreement for ANY REASON, then the maximum aggregate liability of Ripple Web, its members, shareholders, directors, officers, employees and representatives for all such things and to all such parties will be limited to the lesser of the actual amount of loss or damage suffered by the claimant or the amount payable by Customer to Ripple Web for one month of service under this agreement.

11. Indemnity

Customer will indemnify and save harmless Ripple Web and its members, shareholders, directors, officers, employees, agents, contractors, and representatives from and against all damages, losses, costs and expenses (including actual legal fees and costs), fines and liabilities incurred by or awarded, asserted or claimed against Ripple Web or any of its members, shareholders, directors, officers, employees and representatives in connection with Customer’s negligence, activities or omissions, or breaches of its obligations under this agreement, including claims brought by a person using or relying upon any advice given or publication produced and distributed by Customer.

12. Force Majeure

Neither party shall be liable of any delay or failure in performance due to Force Majeure, which includes without limitation, acts of God, earthquake, labor disputes, riots, war, fire, epidemics, acts or omissions of vendors or suppliers, equipment failures, transportation difficulties or other events which are beyond reasonable control.

13. Confidentiality

Each party’s confidential or proprietary information disclosed hereunder (“Confidential Information”) shall be held confidential by the receiving party.

Neither party may disclose the other party’s personal or Confidential Information to third parties without the other party’s written consent. Either party is permitted to use the other party’s Confidential Information among its employees only on a need-to-know basis and shall use such information only for the purpose of performing its obligations pertaining to this agreement.

Where Ripple Web is required by applicable law, regulation, or by a government agency or court order, subpoena, or investigative demand, to disclose the terms of this Agreement or the Customer’s Confidential Information, Customer acknowledges and agrees that Ripple Web is permitted to do so.

14. Governing Law

This Agreement shall be construed and enforced in accordance with the laws of the state of California.

15. Warranty

Customer acknowledges that it accepts all risk of any unauthorized or illegal use of the Ripple Web network or any inter-connected network by third parties. Ripple Web provides no warranties, makes no representations, and accepts no liability for the unauthorized or illegal access or interference with the Customer’s server/network.

15.1 Hardware Replacement Guarantee

All hardware components (memory, hard-drive) that fail will be replaced within 4 hours of the problem being diagnosed. If they are not replaced within 4 hours, the customer will be reimbursed $25 for each hour that the component is not replaced. The total reimbursement amount will not exceed the monthly payment for the customer. If Ripple Web decides to give the customer a new server instead of replacing the component, the hardware replacement guarantee no longer applies.

16. IP Address Ownership and Usage

Ripple Web maintains ownership of all IP addresses that are assigned to Customers and reserves the right to change or remove them at its sole and absolute discretion. Networks assigned from a Ripple Web net-block are non-portable. Network space allocated by Ripple Web must be returned to Ripple Web in the event Customer discontinues service.