Please read these Terms of Service carefully. These Terms of Service, together with any documents we refer to herein, such as our Privacy Policy (collectively, the “Agreement”), create a legally binding agreement between Madwire, LLC a Colorado limited liability company located at 3405 S. Timberline Rd. Fort Collins, CO 80525 d/b/a Websites 360® ("Websites 360® ," "we" or "us") and you, as an end user (“you” or “User”) of the Service (defined below), whether as an individual or an organization.

Pursuant to this Agreement, Websites 360® offers you certain website design, creation and hosting services (collectively, the “Service”) in connection with its sub-domains and any international counterparts, as well as affiliated domains and sub-domains (the “Site”). When you click “CREATE YOUR ACCOUNT” to create an account, or by using the Service, you agree, as of such date (the “Effective Date”) on behalf of yourself and, if applicable, your organization, to be bound by this Agreement.

1. The Websites 360® Service

Through the Service, Users may create and publish web sites hosted by Websites 360® (“User Sites”). There are two types of subscription levels to the Service: (a) “Do It Yourself” (“DIY”), and (b) “Do It For Me” (“DIFM”). DIY offers varying levels of support (from a basic to a concierge level of support), and all DIFM subscriptions require the concierge level of support. Under the DIFM subscription level, Websites 360® also provides varying amounts of design services (“Design Services”) with Fees that vary based on the Design Services received. User may upgrade its subscription level at any time. User may downgrade at the expiration of the current Term, provided that if User downgrades, certain features or functionality of its User Site may no longer be available. In addition, Websites 360® offers various tools as part of the Service, including, without limitation, software, documentation, design and development tools, “look and feel” designs, templates, features, functionality, web applications, and other services to enable you to create and publish User Sites (hereafter referred to as the “Websites 360® Toolkit”). As part of the Websites 360® Toolkit, Websites 360® may provide royalty-free stock photos that User may use at its own risk for display purposes. In addition to the disclaimers of warranty set forth below, Websites 360® makes no warranties or guarantees with respect to these stock photos.

2. Account Creation

A Websites 360® account may only be created and maintained by a User who provides certain valid information about User and its business in the registration process. To maintain an account, User must regularly update such information to assure its accuracy, and User must always comply with this Agreement. You must be at least 18 years of age to create an account and to use the Service. You hereby represent, warrant and covenant to us that you are 18 years of age or over and that the information that you provide to us about you in connection with the Service will be current, true, accurate, supportable and complete.

3. License Grant

(a) Websites 360® hereby grants User, during the Term for which User has paid the applicable Fees, a non-exclusive, non-transferable and revocable license, subject to this Agreement and any qualifications contained herein, to access and use the Service. This license is limited, non-sublicensable and intended solely for the purpose of accessing and using the Service in connection with the creation of User Sites hosted by Websites 360®.

(b) This license is subject to this Agreement and does not include: (i) any resale or distribution of the Service or the Websites 360® Toolkit; (ii) modifying or making derivative works of the Service and the Websites 360® Toolkit, or any portion thereof; (iii) use of any data mining, robots or similar data gathering or extraction methods; (iv) downloading (other than the page caching) of any portion of the Service or the Websites 360® Toolkit, except as expressly permitted by Websites 360® in writing; or (v) any use of the Service or the Websites 360®Toolkit other than for their intended purposes. Any use of the Service or the Websites 360®Toolkit other than as specifically authorized herein, without the prior written permission of Websites 360®, is strictly prohibited and will terminate the license granted herein. Such unauthorized use may also violate applicable laws, including without limitation copyright and trademark laws and applicable communications regulations and statutes. Unless explicitly stated herein, nothing in this Agreement shall be construed as conferring any intellectual property rights, whether by estoppel, implication or otherwise.

(c) You further agree not to store, copy, modify, rent, lease, loan, sell, distribute, transfer, transmit, display, reverse engineer, reverse assemble, or otherwise attempt to discover any programming code or any source code used in or with the Service or the Websites 360® Toolkit. You may not sell, assign, sublicense, grant a security interest in or otherwise attempt to transfer any right in the Service or the Websites 360® Toolkit (which includes its software and documentation) or in any manner commercially exploit the Service or the Websites 360® Toolkit, in whole or in part, except as provided herein.

(d) In addition, Websites 360® does not allow any of the following:

i. Users may not use the Service as a remote storage server only. Users deemed to be using Websites 360® solely as a remote storage server will have their account immediately terminated without notice and will have all files associated with their account permanently removed.

ii. Users may not access the Service through automated methods. Use of robots or other computer code which calls the Service, except where explicitly allowed, is absolutely forbidden.

iii. Users must exercise caution when hosting large downloads (>10MB). Websites 360® reserves the right to refuse to host any large downloadable files.

iv. Users may not send unsolicited messages (also known as junk mail or SPAM) to promote any website published using the Service.

v. Users are not permitted to knowingly allow another website or hosting server to link to content files stored on Websites 360®’s servers.

vi. Users may not use any robot, spider, other automated device or manual process to monitor or copy any content from the Site or Websites 360® IP.

vii. Users may not use any metatags or any other “hidden text” utilizing “Websites 360®” or any other name, trademark or product or service name of Websites 360® without our prior written permission.

4. User Sites

(a) No Endorsement or Sponsorship. You acknowledge that Websites 360® does not own or control User Sites. The hosting of any User Site does not imply endorsement or sponsorship by Websites 360® or any association or affiliation with Websites 360®’s operators. If you create any User Site, you may not do anything to imply any such endorsement, sponsorship, association, affiliation or relationship with Websites 360®. You may not use the name, logo or other trademarks of Websites 360®, except to indicate that Websites 360® is hosting your User Site. You further acknowledge that Websites 360® may, but has no duty to, review or monitor such User Sites.

(b) Interactions with Other Users. You understand and acknowledge that your business dealings, correspondence or interactions with third parties through your User Site, or through User Sites owned or maintained by others, and any terms, conditions, warranties or representations associated with such dealings or interactions are solely between you and such third parties. YOU ACKNOWLEDGE AND AGREE THAT WEBSITES 360® IS NOT RESPONSIBLE OR LIABLE IN ANY MANNER FOR, AND MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND REGARDING, THE CONTENT, FUNCTIONALITY, BUSINESS, LEGALITY, ACCURACY, COMPLETENESS, QUALITY, RELIABILITY, SECURITY, USEFULNESS OR PRACTICES OF ANY USER SITES, FOR ANY INFORMATION COLLECTED IN CONNECTION WITH ANY USER SITE OR FOR ANY DEALINGS WITH OR TRANSACTIONS CONDUCTED ON OR IN CONNECTION WITH ANY USER SITE. YOU USE AND INTERACT WITH THIRD PARTIES THROUGH YOUR USER SITE OR OTHER USER SITES AT YOUR OWN RISK.

5. User Site Terms and Privacy Policy

(a) User Site Terms of Service. You must include a terms of service or similar document that governs the end users’ use of and access to your User Site (“User Terms”), which must include terms that are at least as protective of Websites 360® as the terms of this Agreement, including without limitation the intellectual property, limitation of liability, indemnity and warranty disclaimer provisions of this Agreement. Websites 360® shall be a direct and intended third party beneficiary of the User Terms. The User Terms may reference User’s licensors and vendors generally and do not need to specifically identify Websites 360®.

(b) User Site Privacy Policy. If end users provide you with, or if your User Site collects, any personal or sensitive information including without limitation, user names, passwords or other login information, or location-based information, you must make end users aware that such information will be available to your User Site, and you must provide legally adequate privacy notice for end users and such notice must describe any collection, use, sharing and disposal practices of personal or sensitive information by you.

6. Content

(a) Content You Provide. Websites 360® does not claim any ownership rights in any text, images, photos, video, sounds, links, works of authorship, project information, or any other materials (collectively, “Content”) that you provide in connection with the Service or that you post to your User Site. You retain all ownership rights in and to your Content, and, subject to any applicable licenses, you continue to have the right to use Your Content in any way you choose. By posting any of Your Content on your User Site or providing Content through the Service, you hereby grant to Websites 360® a non-exclusive, fully-paid, royalty-free, fully sublicensable, transferable, irrevocable worldwide license to use, modify, publicly perform, publicly display, reproduce, prepare derivative works of and distribute the same (in whole or in part) solely to provide you with the Service and to host your User Site.

(b) Prohibitions Regarding Content. You may not provide any Content that is malicious, defamatory, obscene, pornographic, abusive or threatening, or that promotes illegal or immoral activities. It is important to us that users do not use the Service to infringe the rights of others. You represent to us that, to your knowledge (a) you have the right to share your Content via the Service, and (b) the posting and sharing of your Content via the Service does not violate the privacy rights, publicity rights, copyrights, trademark rights, contract rights or any other rights of any person or entity. We reserve the right to remove any of the Content from the Service in our sole discretion, including because it does or may infringe another party’s rights. In the event that we discover a violation of this Agreement or any of our other terms or policies, we may remove all or certain of your Content from the Service or your User Site. Repeated violations may result in the termination of your Websites 360® account and your use of the Service.

(c) Content Guidelines. Websites 360® does not allow any of the following Content, or links to such Content, to be published on or through the Service or the Site:

i. Pornographic, sexually explicit, or violent Content.

ii. Illegal Content (including stolen copyrighted material).

iii. Content related to illegal activities or businesses.

iv. Pirated software sites, including cracking programs or cracking program archives.

v. Content with the sole purpose of causing harm or inciting hate, or content that could be reasonably considered as slanderous or libelous.

(d) Users posting any of the above Content on their sites, as determined in Websites 360®’s sole discretion, will be notified using User’s current email address on file with Websites 360®, and, at Websites 360®’s sole discretion, may be given a 24 hour grace period to make any corrective actions. If no corrective actions are taken, Websites 360® will suspend User’s account and access to the Service until a resolution is met between Websites 360® and User. A repeated violation of this Policy may cause cancellation of service without refund of any fees.

(e) THE FINAL CHOICE OF WHETHER AN ACCOUNT IS IN VIOLATION OF ANY TERMS OF THIS AGREEMENT IS AT THE SOLE DISCRETION OF WEBSITES 360®. VIOLATION OF ANY TERMS OF THIS AGREEMENT MAY RESULT IN TRACKING INFORMATION BEING STORED TO IDENTIFY THE OFFENDING USER, AND PERMANENT RESTRICTION FROM HOLDING AN ACCOUNT.

(f) To report abuse Click Here.

7. Ownership

(a) You acknowledge that Websites 360® or its licensors own all right, title, and interest in and to the Site, the Service, the Websites 360® Toolkit, the “Websites 360®” trademark, and/or any content on the Site not posted by a Websites 360® User and/or an acknowledged third party, including all intellectual property rights therein (the “Websites 360® IP”). Websites 360® IP is protected by copyright, trade secret, and patent laws, and other proprietary rights and laws. All rights not expressly granted in this Agreement in and to the Websites 360® IP are expressly reserved by Websites 360®.

(b) User shall own all right, title, and interest in and to any data that is collected by Websites 360® from User or your end users in connection with the use of the Service and your User Site (“Data”). User grants to Websites 360® a perpetual, non-exclusive, transferable, sublicensable, royalty-free license to use such Data in order to host the User Site and provide the Service to User, and as necessary to monitor and improve the Service. Additionally, you agree that Websites 360® may use the Data to collect, develop, create, extract or otherwise generate statistics and other information and to otherwise compile, synthesize and analyze such Data (“Blind Data”). Notwithstanding anything in this Agreement to the contrary, to the extent that Websites 360® collects or generates Blind Data, such Blind Data will be owned solely by Websites 360® and may be used for any lawful business purpose without a duty of accounting to User, provided that such Data is not personally identifiable and does not identify the source of such Data. It is User’s sole responsibility to back-up its Data during the Term and you agree and acknowledges that post termination or expiration in may not have access to the Data via the Service.

8. Supplemental Terms; Third-Party Services and Materials.

(a) Supplemental Terms. To enjoy certain aspects of the Service, additional terms may apply. An example of such additional terms are the “SEO Terms and PPC Terms” set forth below, which apply to you only insofar as you wish to use such services and functions. We will present supplemental terms and conditions within this Agreement, or we will present them for review and acceptance at the time that you undertake the supplemental activity within the Service. Any such supplemental terms (each, “Supplemental Terms”) shall become a part of this Agreement. Supplemental Terms are different from Third-Party Services and Third-Party Materials (each as defined below) in that Supplemental Terms relate to offerings provided by Websites 360®, whereas Third-Party Services and Third-Party Materials relate to third party offerings. You acknowledge and agree that in the event of any conflict between the terms hereof and any Supplemental Terms, the Supplemental Terms shall govern with respect to the matters contemplated thereby.

(b) Third Party Services. The Service may enable access to third-party products and services (collectively and individually, “Third-Party Services”). Use of Third-Party Services may require acceptance of additional terms of service. Examples of Third-Party Services include additional functionality (such as search, email and ecommerce functions) and domain name registration services. You agree to comply with any such terms. Further, information you make available to Third Party Services is subject to the privacy policies of such third parties. You agree that you will use the Third Party Services at your sole risk.

(c) Third Party Materials. As part of the Service, we may display, include, or make available certain content, data, information, applications, or materials from third parties (“Third-Party Materials”), or provide links to third-party websites. Examples of Third-Party Materials include stock photography to include on your User Site. You acknowledge and agree that Websites 360® is not responsible for examining or evaluating the content, accuracy, completeness, timeliness, validity, copyright compliance, legality, decency, quality, or any other aspect of such Third-Party Materials or websites. Websites 360® does not warrant or endorse and will not have any liability or responsibility to you or any other person for any Third-Party Services, Third-Party Materials or websites.

9. Trial Services

All Websites 360® accounts begin with an obligation-free trial, which will allow you to evaluate the Services, free of charge, for 14 days. Upon the expiration of the free trial, User may no longer have access to the Service and its User Site, unless and until User provides Websites 360® with a valid Payment Method (defined below). This Agreement will apply to any trial period, provided that any terms related to support and payment of fees are not applicable. In addition to our disclaimers of warranty below, you agree that all use of the Service during the trial period is at your sole risk.

10. Fees

(a) Fees. Both the DIY and the DIFM subscription levels include monthly fees for the use of the website-creation and hosting features of the Service (“Platform Fees”). The DIFM subscription level also includes additional fees for the Design Services (“Design Fees”). Platform Fees, Design Fees together with all other fees that may be payable pursuant to this Agreement (collectively, “Fees”), including for each level within DIY or DIFM, are set forth on the Websites 360® Pricing Page unless otherwise set forth in any quote or order form that may be entered into between Websites 360® and User. Websites 360® reserves the right to change the monthly Platform Fees or Design Fees applicable to any Renewal Term at any time by updating the Fees listed on the Websites 360® Pricing Page.

(b) Payment. The Platform Fees and Design Fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Websites 360® from time to time (“Payment Method”). User may also elect to prepay the Platform Fees and Design fees for an annual period in exchange for a prepayment discount. All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Websites 360® to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Websites 360® may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Websites 360® has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

(c) Cancellation Fees. If User cancels this Agreement pursuant to Section 12(c) prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

i. the monthly Platform Fees that would have been payable to Websites 360® for the remainder of the Term;

ii. for Users subscribed at the DIFM subscription level, the Design Fees that would have been payable to Websites 360® for the remainder of the Term;

iii. if User elects to receive supplemental services, all applicable cancellation fees pursuant to the Supplemental Terms; and

iv. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation(e.g. there is currently a $25 domain transfer fee to transfer the domain associated with your User Site upon cancellation).

You acknowledge and agree that (i) Websites 360® will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third Party Services, and Websites 360® would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third Party Services upon premature termination by you, (ii) such payment is a genuine pre-estimate of the loss that Websites 360® would incur upon your early termination of this Agreement, and (ii) such payment is not a penalty.

(d) Fees for Websites 360® Services and Third-Party Services. From time to time, Websites 360® may make additional services available to you, for example additional design or other creative services. Such services will be charged at Websites 360®’s then current hourly rates for such services (currently $140/hr, unless otherwise specified in a quote or order form entered into between the parties) and may be purchased up front in increments of 4-hour blocks. Any unused time remaining in a block of time purchased by you will not be refunded. Websites 360® reserves the right to change the hourly rate for such services at any time upon notice to you; provided that any price increase will not apply to a block of time that was previously purchased by you. Additionally, Websites 360® and its personnel may procure certain Third Party Services or Third Party Materials on your behalf. Depending on the applicable Third Party Service or Third Party Materials, you will be required to pay Websites 360® for the Third Party Service or Third Party Materials, or pay the applicable third party service provider directly. Fees for these Third Party Services or Third Party Materials will be set forth on the Websites 360® Pricing Page, unless otherwise set forth in any quote or order form that may be entered into between Websites 360® and User.

(e) Applicable Pricing. The Fees and other pricing described in this Agreement are completed at the stated price, sale, promotion or offer that is applicable at time of purchase. Future or past Fees, prices, sales, promotions or offers are in no way applicable in any circumstance.

11. Taxes

Unless otherwise stated, Fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including but not limited to value-added, sales, use or withholding taxes, assessable by any local, state, provincial, federal or foreign jurisdiction (collectively, “Taxes”). User is solely responsible for paying all Taxes associated with this Agreement. If Websites 360® has the legal obligation to pay or collect Taxes for which User is responsible under this paragraph, the appropriate amount shall be invoiced to and paid by User, unless User provides Websites 360® with a valid tax exemption certificate authorized by the appropriate taxing authority.

12. Marketing Services

(a) Marketing Services subscription levels include monthly fees for the use of the website-creation and hosting features of the Service (“Platform Fees”). Some Marketing Services subscription levels also include an additional allocation of hours to be used towards a Standard or Professional website design (“Design Services”). In addition, Marketing Services subscription levels may also include SEO and PPC Services (“SEO and PPC Services”). Platform Fees, Design Services, SEO and PPC Services together with all other fees that may be payable pursuant to this Agreement (collectively, “Fees”), including for each level within Marketing Services, are set forth on the Websites 360® pricing page, unless otherwise set forth in any quote or order form that may be entered into between Websites 360® and User. Websites 360® reserves the right to change the monthly Marketing Services fees applicable to any Renewal Term at any time by updating the Fees listed on the Websites 360® pricing page.

(b) Payment. Marketing Service fees are payable each month, in advance, by credit card or such other electronic payment method as may be designated by Websites 360® from time to time (“Payment Method”). All Fees are due and payable in U.S. dollars, are non-refundable and are exclusive of applicable sales, excise, use or similar taxes. User shall pay all such taxes directly or to us, as required by applicable law. If applicable, User authorizes Websites 360® to charge the Payment Method on file with User’s account for all Fees. If payment is not made on the respective due date, Websites 360® may charge User a late fee on the unpaid balance at the lesser of one and one-half percent (1.5%) per month or the maximum lawful rate permitted by applicable law. If you dispute a payment that is found to be valid, Websites 360® has the right, in its sole and absolute discretion, to terminate your account and this Agreement and permanently bar you from use of the Service. Any past due Fees will be sent to collections. If our collection efforts fail, unpaid debts will be reported to all available credit reporting agencies.

(c) Design Services associated with Marketing Services subscription levels, also referred to as (“Free Standard or Professional Website”), are limited to one per customer.

(d) Cancellation Fees. If User cancels this Agreement pursuant to Section 12(c) prior to the expiration of the Term, User shall not be entitled to receive any refund and shall be required to pay cancellation fees as follows:

i. the monthly Platform Fees that would have been payable to Websites 360® for the remainder of the Term;

ii. for Users still in an initial term subscribed at a subscription level that included Design Services, an early termination fee equal to the amount of the Design Service package provided as outlined on the Websites 360® pricing page

iii. if User elects to receive supplemental services, all applicable cancellation fees pursuant to the Supplemental Terms; and

iv. any cancellation fees associated with Third-Party Services imposed by a third-party service provider, which will be presented to you at the time of cancellation (e.g. Google Ad Spend).

You acknowledge and agree that (i) Websites 360® will allocate staff and other resources to you in connection with the Service, including without limitation Design Services and certain Third Party Services, and Websites 360® would incur substantial losses if it were not able to receive fees associated with the cost of such staff, resources and Third Party Services upon premature termination by you, (ii) such payment is a genuine pre-estimate of the loss that Websites 360® would incur upon your early termination of this Agreement, and (ii) such payment is not a penalty.

13. PPC Terms

(a) If User submits a quote, order form or online form submitted through the Site for pay-per-click (PPC) Internet marketing services (“PPC Services”), Websites 360® will implement and manage a pay-per-click campaign on behalf of User for its User Site. The campaign will commence on the date Websites 360® receives payment of the Fees for the PPC Services and continue for a period of twelve (12) months (the “PPC Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service. User acknowledges that the actual date the PPC Services begin may be later than the date Websites 360® receives payment of the Fees for the PPC Services, due to additional work that Websites 360® will need to perform, or due to requirements of the applicable search engine.

(b) User shall pay Fees for the PPC Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the PPC Services prior to the expiration of the PPC Campaign Period, User shall pay Websites 360® and early termination fee equal to 50% of the Fees for the PPC Services that would have been payable to Websites 360® for the remainder of the PPC Campaign Period, minus any media costs that would have been otherwise payable.

(c) User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that Websites 360® does not guarantee any specific results will be achieved from the PPC Services. User assumes responsibility for implementing any advice provided by Websites 360® in connection with the PPC Services.

(d) User shall cooperate and assist Websites 360® in the performance of the PPC Services, including without limitation, by providing access to certain resources necessary for Websites 360®’s performance of the PPC Services.

14. SEO Terms

(a) If User submits a quote, order form or online form submitted through the Site for search engine optimization (SEO) services (“SEO Services”), Websites 360® will implement and manage a SEO campaign on behalf of User for its User Site. The campaign will commence on the date Websites 360® receives payment of the Fees for the SEO Services and continue for a period of twelve (12) months (the “SEO Campaign Period”), unless earlier terminated by the parties as provided in the Terms of Service.

(b) User shall pay Fees for the SEO Services as set forth in the quote, order form or online form. If User elects to terminate its access to the Service or its receipt of the SEO Services prior to the expiration of the SEO Campaign Period, User shall pay Websites 360® and early termination fee equal to 50% of the Fees for the SEO Services that would have been payable to Websites 360® for the remainder of the SEO Campaign Period.

(c) User acknowledges that results achieved from paid marketing services can be unpredictable and imprecise and that Websites 360® does not guarantee any specific results will be achieved from the SEO Services. User assumes responsibility for implementing any advice provided by Websites 360® in connection with the SEO Services.

(d) User shall cooperate and assist Websites 360® in the performance of the SEO Services, including without limitation, by providing access to certain resources necessary for Websites 360®’s performance of the SEO Services.

15. Cookies

Cookies are a small text file (up to 4KB) created by a website that is stored on the user's computer either temporarily for that session only or permanently on the hard disk (persistent cookie). Cookies provide a way for the website to recognize you and keep track of your preferences. We use cookies for the following purposes:

(a) Authentication and Security. Cookies help us verify your Account and device and determine when you’re logged in, so we can make it easier for you to access the Service and provide the appropriate experiences and features. Cookies are used on your website to enable password protected pages and to help prevent fraudulent use of login credentials.

(b) Device Identifiers and Analytics. We use device identifiers to track, analyze and improve the performance of our Service. Cookies help us analyze how the Service is being accessed and used, and enable us to track performance of the Service. We use cookies to provide insights regarding your website’s performance, such as page views, unique visitors, conversion rates, device information, visitor IP addresses and referral sites.

(c) Third Parties. Third Party Services may use cookies to help you sign into their services from our Services. We also may use third party cookies, such as Google Analytics, to assist with analyzing performance. Any third party cookie usage is governed by the privacy policy of the third party placing the cookie.

Customers are responsible for any required disclosures relating to the use of cookies on their own individual websites.

16. Confidentiality.

You acknowledge that the Service, the terms of this Agreement, and any other proprietary or confidential information provided to User by Websites 360® (“Websites 360® Confidential Information”) constitutes valuable proprietary information and trade secrets of Websites 360®. Websites 360® acknowledges that the Data provided to Websites 360® by User (“User Confidential Information”) constitutes valuable proprietary information and trade secrets of User. Each party agrees to preserve the confidential nature of the other party’s Confidential Information by retaining and using the Confidential Information in trust and confidence, solely for its internal use except as provided herein, and by using the same degree of protection that such party uses to protect similar proprietary and confidential information, but in no event less than reasonable care. Each party shall have the right to obtain an injunction (without having to post a bond) to prevent any breach or continued breach of this section.

17. Term & Termination

(a) Term. This Agreement will begin on the Effective Date and will continue for a period of 12 months from the expiration of any trial period for a DIY, DIFM and Marketing Services subscription (the “Term”). After the expiration of the initial Term, this Agreement and the Service will automatically renew on a month-to-month basis, unless explicitly cancelled by User prior to the expiration of the then current Term, or otherwise is terminated in accordance with this Section 12; provided that if User elects to undertake a re-design of its User Site upon the expiration of the then current Term, this Agreement will renew for an additional 24-month Term.

(b) Termination for Breach. This Agreement may be terminated by either party upon written notice to the other party if such a party (i) fails to comply with any of the terms and conditions of this Agreement, and (ii) fails to cure such breach within thirty (30) days after receiving written notice of such breach. Either party shall also have the right to terminate this Agreement immediately if the other party files for liquidation under Chapter 7 of U.S. bankruptcy law. Additionally, should Websites 360® be notified or otherwise become aware that you are in violation of any terms or conditions of this Agreement, Websites 360® reserves the right to suspend or terminate your account and this Agreement at any time, with or without notice. Each party’s right to terminate shall be in addition to any equitable remedies available to such party.

(c) Cancellation of Subscription. You may cancel your subscription to the Service at any time via the Websites 360® website or a phone call to 888-534-2183. Cancellation and termination of this Agreement will be effective 30 days after receipt of such notice. Upon such cancellation, User will be required to pay early cancellation fees as described in Section10(c).

(d) Effect of Termination. Upon termination of this Agreement for any reason: (i) User shall discontinue all use of the Service, and (ii) the User Site will be taken down in its entirety. Sections 3(b)-(d), 4, 7, 10 (as to amounts owed as of termination) 11, 12(d) and 15-18 of this Agreement shall survive any cancellation or termination of this Agreement for any reason. IT IS USER’S SOLE RESPONSIBILITY TO BACKUP ITS DATA DURING THE TERM, AND USER AGREES AND ACKNOWLEDGES THAT AFTER TERMINATION OF THIS AGREEMENT, USER MAY NOT HAVE ACCESS TO THE DATA VIA THE SERVICE.

18. Privacy Policies.

For information regarding our collection, use and sharing of information we receive in connection with the Service, see our Privacy Policy, which is incorporated into this Agreement by this reference. You agree to protect the privacy and legal rights of end users of your User Site. Additionally, you must collect, process, use, store, disclose and transfer such information only in compliance with all applicable laws, rules, regulations, privacy policies and third-party contracts.

19. Support and Maintenance.

Websites 360® will offer a commercially reasonable amount of email and online technical support regarding use of the Service. Certain support plans may also include additional phone support. Websites 360® will also provide you with access, during the Term to any applicable user forums. During scheduled system maintenance, the Service may be unavailable. Emergency maintenance may be required in the event of system failure. We make no guarantees about uptime.

20. Indemnification of Websites 360®

User shall indemnify, defend, and hold harmless Websites 360® and its subsidiaries, affiliates, clients, officers, directors, agents and employees from and against all claims, damages and liabilities (including reasonable attorneys’ fees) that arise from (a) your use of the Websites 360® Toolkit, the Service and/or the Site, whether directly or indirectly caused by User or any person who User allows to access the Service, or (b) any User Content or Data, including without limitation claims, damages and liabilities arising from User’s failure to comply with applicable law, or with any privacy policy or other agreement under which such User Content or Data was obtained.

21. Disclaimer of Warranties

WEBSITES 360® MAKES NO WARRANTY, EXPRESS OR IMPLIED, THAT THE SITE, THE SERVICE, THE WEBSITES 360® TOOLKIT OR ANY USER SITES WILL MEET YOUR REQUIREMENTS OR THAT THE OPERATION THEREOF WILL BE UNINTERRUPTED OR ERROR FREE. THE SITE, THE SERVICE, AND THE WEBSITES 360® TOOLKIT ARE PROVIDED “AS IS” WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE SITE, THE SERVICE AND THE WEBSITES 360® TOOLKIT IS WITH YOU. SHOULD YOUR USER SITE PROVE DEFECTIVE, YOU (AND NOT WEBSITES 360®, ITS PARENT, SUBSIDIARIES, AFFILIATES OR LICENSORS) ASSUME THE ENTIRE COST OF ALL NECESSARY SERVICING, REPAIR OR CORRECTION.

22. Limitation of Liability

(a) Under no circumstances shall Websites 360® (including its subsidiaries, affiliates, clients, officers, directors, agents and employees) or anyone else involved in creating, producing or distributing the Service, the Site or the Websites 360® Toolkit be liable for: (i) any indirect, incidental, special or consequential damages in connection with the use of or inability to use the Service, or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, or (ii) total damages in excess of the aggregate dollar amount which User paid directly to Websites 360® during the twelve (12) months preceding the claim.

(b) Such limitations shall apply to Websites 360® total liability, including without limitation any liability for damages caused or allegedly caused by any failure of performance, error, omission, interruption, deletion, defect, delay in operation of transmission, communications failure, theft of destruction of or unauthorized access to, alteration of, or use of records, whether for breach of contract, tortuous behavior, negligence, or under any other cause of action. The foregoing limitations apply even if a Websites 360® has been notified of the possibility of such damages and notwithstanding any failure of essential purpose.

23. Miscellaneous

(a) Force Majeure. Neither party shall be in default for failing to perform any obligation hereunder, other than the payment of Fees, as a result of any delay, failure in performance, or interruption of services resulting directly or indirectly from acts of God, network failures, theft, destruction or unauthorized access to Websites 360® records, programs or services, acts of civil or military authorities, civil disturbances, wars, terrorism, energy crises, fires, transportation contingencies, interruptions in third-party telecommunications or Internet equipment or service, other catastrophes, or any other similar occurrences which are beyond such party’s control.

(b) Assignment. User may not assign this Agreement or any license set forth herein, in whole or in part, without Websites 360®’s prior written consent. Websites 360® may assign the Agreement in its discretion. Any purported assignment in violation of this section shall be null and void. The Agreement shall be binding on all permitted assignees.

(c) Governing Law and Venue. To the maximum extent permitted by law, this Agreement, and all disputes or claims in connection with this Agreement (whether arising in contract, tort or otherwise) are governed by the laws of the State of Texas and the United States of America, and the parties hereby consent to Travis County, Texas being the exclusive jurisdiction and venue of courts for all disputes or claims in connection with this Agreement.

(d) Relationship of the Parties. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Websites 360® as a result of this Agreement or use of the Service, the Site or the Websites 360® Toolkit. Neither party will have the power to bind the other or incur obligations on the other’s behalf without the other’s prior written consent, other than as provided herein.

(e) Compliance with Laws. To the extent you choose to use the Service, you agree to comply with any applicable laws, including but not limited to applicable local laws. You may not use or otherwise export or re-export it except as authorized by United States law and the laws of the jurisdiction in which the Service were accessed. The performance of Websites 360® per this Agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of the right to comply by Websites 360® with governmental, court and law enforcement requests or requirements relating to your use of the Websites 360® Toolkit or information provided to or gathered by Websites 360® with respect to such use.

(f) Limitations on Availability. The Service may not be available at all times, in all languages or in all geographies. Websites 360® makes no representation will achieve any particular uptime. Use of the Service, the Site or the Websites 360® Toolkit is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph.

(g) Severability. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect.

(h) Waiver. The failure of either party to enforce at any time the provisions of the Agreement shall in no way be construed to be a present or future waiver of such provisions, nor in any way affect the ability of either party to enforce each and every such provision thereafter. The express waiver by either party of any provision, condition or requirement of the Agreement shall not constitute a waiver of any future obligation to comply with such provision, condition or requirement.

(i) Entire Agreement. Unless otherwise specified herein, this Agreement constitutes the entire agreement between User and Websites 360® with respect to the Site, the Service and the Websites 360® Toolkit and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between User and Websites 360® with respect to the Websites 360® Toolkit.

(j) Electronic Versions. A printed version of this Agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form.

(k) Modifications. We may change the terms of this Agreement from time to time. Any change will take effect when we notify User of the change (either through an email notice or a message delivered through the Service) and User accepts the change (via email or an electronic click-to-accept method).