If you want the fastest, most reliable and flexible web hosting service on the planet, join the Long Consulting Web Hosting Group. Mission Statement: We're not a large shared web site hosting sweat shop where the number of web sites is paramount. Our goal is to concentrate on each and every individual web site we host using numerous web analysis tools to ensure speed, reliability and flexibility. We guarantee it and we'll demonstrate it with our 30 day trial period where you can compare your current web hosting service against ours. Please review our Web Site Hosting Package below and give us a call at 703-474-9714 or Email sales@longtechconsulting.com For technical Support support@longtechconsulting.com

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Privacy Policy

Your privacy is very important to LONG CONSULTING, INC. ("LONG CONSULTING"). We want to make your experience using our services and on the Internet as enjoyable and rewarding as possible, and we want you to use the Internet's vast array of information, tools, and opportunities with complete confidence.

We have created this Privacy Policy to demonstrate our firm commitment to privacy and security. This Privacy Policy describes how LONG CONSULTING collects information from all end users of LONG CONSULTING's Internet services (the "Services") - those who access some of our Services but do not have accounts ("Visitors") as well as those who pay a service fee to subscribe to the Service ("Customers") - what we do with the information we collect, and the choices Visitors and Customers have concerning the collection and use of such information. LONG CONSULTING requests that you read this Privacy Policy carefully.

1.        Introduction. LONG CONSULTING collects information in different ways from Visitors and Customers who access the various parts of our Services and the network of Web sites accessible through our Services. We use this information primarily to provide a customized experience as you use our Services and, generally, do not share this information with third parties. However, we may disclose personal information collected if we have received your permission beforehand or in very special circumstances, such as when we believe that such disclosure is required by law or other special cases described below.

2.        Registration. Customers are asked to provide certain personal information when they sign up for our Services including name, address, telephone number, billing information (such as a credit card number), and the type of personal computer being used to access the Services. The personal information collected from Customers during the registration process is used to manage each Member's account (such as for billing purposes). This information is not shared with third parties, unless specifically stated otherwise or in special circumstances. However, in instances where LONG CONSULTING and a partner jointly promote the Services, LONG CONSULTING may provide the partner certain personal information, such as the name, address, and username of persons who subscribed to the Services as a result of the joint promotion for the sole purpose of allowing us and the partner to assess the results of the promotion. In this instance, personal information may not be used by the partner for any other purpose. LONG CONSULTING may also generate non-identifying and aggregate profiles from personal information Customers provide during registration (such as the total number, but not the names, of Customers). As explained in more detail below, we may use this aggregated and non-identifying information to sell advertisements that appear on the Services.

3.        Domain Registration. Domain name registration information legally has to be available to the public. Since domain name registration information is available to the public, anyone can access it through "WHOIS" searches. The WHOIS database is a publicly accessible database that lists the domain name and contact information of each registrant. The domain name registration you provide is hosted by us to the public. At times our customers may have been included within searches of the WHOIS database. However, the SPAM they receive does not in any way come from LONG CONSULTING.

4.        LONG CONSULTING Partners and Sponsors. Some LONG CONSULTING products and services are offered to Visitors and Customers in conjunction with a non-affiliated partner. To provide Visitors and Customers some of these products and services, the partner may need to collect and maintain personal information. In these instances, we will provide such data collected or transferred to our Partners and Sponsors (e.g., domain registration). Additionally, many LONG CONSULTING Customers have co-branded pages that are co-sponsored by non-affiliated partners. LONG CONSULTING will share non-identifying and aggregate information (except as described above), but not personal information, with such partners in order to administer the co-branded products or services offered.

5.        Online Shopping. At some Web sites, you can purchase products and services or register to receive materials, such as a catalog or new product and service updates. In many cases, you may be asked to provide contact information, such as your name, address, email address, phone number, and credit/debit card information. If you complete an order for someone else, such as an online gift order sent directly to a recipient, you may be asked to provide information about the recipient, such as the recipient's name, address, and phone number. LONG CONSULTING has no control over the third parties' use of any personal information you provide when placing such an order. Please exercise care when doing so. If you order products directly from LONG CONSULTING, we will use the personal information you provide only to process that order. We do not share this information with outside parties except to the extent necessary to complete that order.

6.        Online Advertisements. LONG CONSULTING displays our online advertisements. We share aggregated and non-identifying information about our Visitors and Customers collected through the registration process as well as through online surveys and promotions with these advertisers. Additionally, in some instances, we use this aggregated and non-identifying information to deliver tailored advertisements. For instance, an advertiser tells us the audience they want to reach (for example, males between 25 and 55 years of age) and provides us an advertisement tailored to the audience. Based upon the aggregated and non-identifying information we have collected, we may then display the advertisement to the intended audience. LONG CONSULTING does not share personal information about its Visitors or Customers with these advertisers.

7.        Responses to Email Inquiries. When Visitors or Customers send email inquiries to LONG CONSULTING, the return email address is used to answer the email inquiry we receive. LONG CONSULTING does not use the return email address for any other purpose and does not share the return email address with any third party.

8.        Voluntary Customer Surveys. We may periodically conduct both business and individual customer surveys. We encourage our customers to participate in these surveys because they provide us with important information that helps us to improve the types of services we offer and how we provide them to you. Your personal information and responses will remain strictly confidential, even if the survey is conducted by a third party. Participation in our customer surveys is voluntary. We take the information we receive from individuals responding to our Customer Surveys and combine (or aggregate) it with the responses of other LONG CONSULTING customers to create broader, generic responses to the survey questions (such as gender, age, residence, hobbies, education, employment, industry sector, or other demographic information). We then use the aggregated information to improve the quality of our services to you, and to develop new services and products. This aggregated, non-personally identifying information may be shared with third parties.

9.        Special Cases. It is LONG CONSULTING's policy not to use or share the personal information about Visitors of Customers in ways unrelated to the ones described above without also providing you an opportunity to opt out or otherwise prohibit such unrelated uses. However, LONG CONSULTING may disclose personal information about Visitors or Customers, or information regarding your use of the Services or Web sites accessible through our Services, for any reason if, in our sole discretion, we believe that it is reasonable to do so, including: to satisfy laws, such as the Electronic Communications Privacy Act, regulations, or governmental or legal requests for such information; to disclose information that is necessary to identify, contact, or bring legal action against someone who may be violating our Acceptable Use Policy or other user policies; to operate the Services properly; or to protect LONG CONSULTING and our Customers.

10.     "Cookies" and How LONG CONSULTING Uses Them. A "cookie" is a small data file that can be placed on your hard drive when you visit certain Web sites. LONG CONSULTING may use cookies to collect, store, and sometimes track information for statistical purposes to improve the products and services we provide and to manage our telecommunications networks. If you are a Member and have created your own Personal Start Page, we will use a cookie to save your settings and to provide customizable and personalized services. These cookies do not enable third parties to access any of your customer information. Additionally, be aware that if you visit non-LONG CONSULTING Web sites where you are prompted to log in or that are customizable, you may be required to accept cookies. Advertisers and partners may also use their own cookies. We do not control use of these cookies and expressly disclaim responsibility for information collected through them.

11.     Statistics. We use information gathered about you from our site statistics (for example your IP address) to help diagnose problems with our server, and to administer our Web site. We also gather broad demographic information from this data to help us improve our site and make your browsing and purchasing experience more enjoyable. This is not linked to any personally identifiable information, except as necessary to prevent fraud or abuse on our system.

12.     LONG CONSULTING's Commitment to Children's Privacy. Protecting children's privacy is especially important to us. It is our policy to comply with the Children's Online Privacy Protection Act of 1998 and all other applicable laws. While we make every effort to ensure that these Web sites are fun and age-appropriate for our younger audience, we believe that there is no substitute for proper parental supervision. LONG CONSULTING recommends that children ask a parent for permission before sending personal information to LONG CONSULTING, or to anyone else online.

13.     Public Forums. Please remember that any information you may disclose in our Member Directory, or other public areas of our Web sites or the Internet, becomes public information. You should exercise caution when deciding to disclose personal information in these public areas.

14.     LONG CONSULTING's Commitment to Data Security. Services and Web sites we sponsor have security measures in place to protect the loss, misuse, and alteration of the information under our control. While we make every effort to ensure the integrity and security of our network and systems, we cannot guarantee that our security measures will prevent third-party "hackers" from illegally obtaining this information.

15.     How to Access or Modify Your Information. LONG CONSULTING offers Customers the opportunity to access or modify information provided during registration. To access or modify such information contact our Customer Service Department at billing@LONG CONSULTING.com.

16.     Where to Direct Questions About LONG CONSULTING's Privacy Policy. If you have any questions about this Privacy Policy or the practices described herein, you may contact: Customer Service, Long Consulting, Inc, 6290 Red Fox Estates Court, Springfield, VA 22152  or support@LongConsulting.com.

17.     Exceptions. As stated previously in this policy, we will never give out your information without your permission. The only exceptions to this are, when we are required by law, in the good-faith belief that such action is necessary in order to conform to the law, or we must comply with a legal process served on our web site. We may also need to give out your information if one of our partners requires it, but these situations are rare and we will always ask for your explicit permission first.

18.     Revisions to This Policy. LONG CONSULTING reserves the right to revise, amend, or modify this policy, our Internet Service Agreement and our other policies and agreements at any time and in any manner. Notice of any revision, amendment, or modification will be posted in accordance with the Internet Service Agreement.

 

 

 

Acceptable Use Policy

1.        General Information. As a provider of Internet/World Wide Web access, web site hosting, and other Internet-related services, LONG CONSULTING, INC. ("LONG CONSULTING") offers its customers, the means to acquire and disseminate a wealth of public, private, commercial, and non-commercial information. LONG CONSULTING respects that the Internet provides a forum for free and open discussion and dissemination of information, however, when there are competing interests at issue, LONG CONSULTING reserves the right to take certain preventative or corrective actions. In order to protect these competing interests, LONG CONSULTING has developed this Acceptable Use Policy ("AUP"), which supplements and explains certain terms of each customer's respective service agreement and is intended as a guide to the customer's rights and obligations when utilizing LONG CONSULTING's services. This AUP will be revised from time to time. A customer's use of LONG CONSULTING's services after changes to the AUP are posted on LONG CONSULTING's web site, HTTP://WWW.LONG CONSULTING.COM under the Legal Details section, will constitute the customer's acceptance of any new or additional terms of the AUP that result from those changes. One important aspect of the Internet is that no one party owns or controls it. This fact accounts for much of the Internet's openness and value, but it also places a high premium on the judgment and responsibility of those who use the Internet, both in the information they acquire and in the information they disseminate to others. When subscribers obtain information through the Internet, they must keep in mind that LONG CONSULTING cannot monitor, verify, warrant, or vouch for the accuracy and quality of the information that users may acquire. For this reason, the user must exercise his or her best judgment in relying on information obtained from the Internet, and also should be aware that some material posted to the Internet is sexually explicit or otherwise offensive. Because LONG CONSULTING cannot monitor or censor the Internet, and will not attempt to do so, LONG CONSULTING cannot accept any responsibility for injury to its users, customers or subscribers that results from inaccurate, unsuitable, offensive, or illegal Internet communications. When users, customers or disseminate information through the Internet, they also must keep in mind that LONG CONSULTING does not review, edit, censor, or take responsibility for any information its users, customers or subscribers may create. When users place information on the Internet, they have the same liability as other authors for copyright infringement, defamation, and other harmful speech. Also, because the information they create is carried over LONG CONSULTING's network and may reach a large number of people, including both customers and subscribers and non-subscribers of LONG CONSULTING, customers' and subscribers' postings to the Internet may affect other customers and subscribers and may harm LONG CONSULTING's goodwill, business reputation, and operations. For these reasons, customers and subscribers violate LONG CONSULTING policy and the service agreement when they, their customers, affiliates, or subsidiaries engage in activities described herein.

2.        Scope. This AUP governs the usage of LONG CONSULTING's products and services (the "Services"). This AUP is incorporated by reference into each contract LONG CONSULTING enters into with a customer (each, a "Customer") for the use of such Services. LONG CONSULTING may modify this AUP at any time without notice. In addition, this AUP is incorporated by reference into the Terms of Service applicable to LONG CONSULTING's Web site so that no person who utilizes LONG CONSULTING's Web site (regardless of whether that person is a Customer) may take any action utilizing LONG CONSULTING's Web site that a Customer would be prohibited to take utilizing the Services.

3.        Purpose. The purpose of this AUP is to enhance the quality of the Services and to protect LONG CONSULTING's customers, and the Internet community as a whole, from illegal, irresponsible, or disruptive Internet activities. This AUP applies to each Customer and its employees, agents, contractors or other users of such Customer who obtain Services from LONG CONSULTING (each such person being a "User"). Each User should use common sense and good judgment in connection with the Services. Parents or guardians should always supervise minors in using the Internet. Parents and guardians should remain aware at all times of what is on the Internet and how the minors under their care are using the Services and the Internet.

4.        Prohibited Uses. Customers and Users may not:

a.        Utilize the Services to send unsolicited bulk and/or commercial messages over the Internet (known as "spam" or "spamming"). It is not only harmful because of its negative impact on consumer attitudes toward LONG CONSULTING, but also because it can overload LONG CONSULTING's network and disrupt service to its Customers subscribers. Maintaining an open SMTP relay is prohibited. Any direct action, configuration, or setting that causes excessive outbound email traffic is subject to review and possible action. When a complaint is received, LONG CONSULTING has the absolute and sole discretion to determine from all of the evidence whether the email recipients were from an "opt-in" email list, or whether the outbound email traffic generated from an account is suitable for a shared hosting environment.

b.        Utilize the Services in connection with any illegal activity. Without limiting the general application of this rule, Customers and Users may not:

                                                          i.            Utilize the Services to copy material from third parties (including text, graphics, music, videos or other copyrightable material) without proper authorization;

                                                         ii.            Utilize the Services to misappropriate or infringe the patents, copyrights, trademarks or other intellectual property rights of any third party;

                                                        iii.            Utilize the Services to traffic in illegal drugs, illegal gambling, obscene materials or other any products or services that are prohibited under applicable law;

                                                       iv.            Utilize the Services to export encryption software to points outside the United States in violation of applicable export control laws;

                                                        v.            Utilize the Services to Forge or misrepresent message headers, whether in whole or in part, to mask the originator of the message; or

                                                       vi.            Utilize the Services in any manner that violates applicable law.

c.        Utilize the Services in connection with any tortious or actionable activity. Without limiting the general application of this rule, Customers and Users may not:

                                  .            Utilize the Services to publish or disseminate information that (A) constitutes slander, libel or defamation, (B) publicizes the personal information or likeness of a person without that person's consent or (C) otherwise violates the privacy rights of any person. Utilize the Services to threaten persons with bodily harm, to make harassing or abusive statements or messages, or to solicit the performance of acts or services that are illegal under applicable law.

                                                          i.            Utilize the Services in connection with any other disruptive or abusive activity. Without limiting the general application of this rule, Customers and Users may not:

a.        Utilize the Services to cause denial of service attacks against LONG CONSULTING or other network hosts or Internet users or to otherwise degrade or impair the operation of LONG CONSULTING's servers and facilities or the servers and facilities of other network hosts or Internet users; or

b.        Post messages or software programs that consume excessive CPU time, or storage space, or network bandwidth; or

c.        Utilize the Services to offer mail services, mail forwarding capabilities, POP accounts or auto responders other than for the User's own account; or

d.        Utilize the Services to resell access to CGI scripts installed on LONG CONSULTING's servers; or

e.        Utilize the Services to subvert, or assist others in subverting, the security or integrity of any LONG CONSULTING systems, facilities or equipment; or

f.         Utilize the Services to gain unauthorized access to the computer networks of LONG CONSULTING or any other person; or

g.        Utilize the Services to provide passwords or access codes to persons not authorized to receive such materials by the operator of the system requiring the password or access code; or

h.        Utilize the Services to (A) forge the signature or other identifying mark or code of any other person, (B) impersonate or assume the identity or any other person, or (C) engage in any other activity (including "spoofing") to attempt to deceive or mislead other persons regarding the true identity of the User (excluding the use of anonymous re-mailers or Internet nicknames); or

i.          Utilize the Services to distribute or post any virus, worm, Trojan horse, or computer code intended to disrupt services, destroy data, destroy or damage equipment, or disrupt the operation of the Services; or

j.          Utilize the Services to conduct port scans or other invasive procedures against any server (except any server for which the User is an authorized system administrator); or

k.        Utilize the Services to distribute, advertise or promote software or services that have the primary purpose of encouraging or facilitating unsolicited commercial e-mail or Spam; or

l.          Utilize the Services to solicit or collect, or distribute, advertise or promote, e-mail address lists for the purpose of encouraging or facilitating unsolicited commercial e-mail or Spam; or

m.       Utilize the Services in any manner that might subject LONG CONSULTING to unfavorable regulatory action, subject LONG CONSULTING to any liability for any reason, or adversely affect LONG CONSULTING's public image, reputation or goodwill, including, without limitation, sending or distributing sexually explicit, hateful, vulgar, racially, ethnically or otherwise objectionable materials as determined by LONG CONSULTING in its sole discretion; or

n.        While on a shared hosting platform, utilize, operate, enable, execute, compile, upload or publicly store source code, executable code, programs, or software packages designed to perform tasks not directly associated with website/email hosting, including, without limitation, (A) directly opening any listening port, (B) starting any 'daemon' process, (C) performing local/remote security scans, (D) simulating local shell/OS access by means of a tunneled/encapsulated connection to a remote host, (E) circumventing firewall restrictions, (F) connecting to any IRC/Peer to Peer file sharing server/network, (G) providing 'tracker' services to 'BitTorrent' clients and/or (H) exploiting web browser vulnerabilities, as determined by LONG CONSULTING in its sole discretion; or

o.        Attempt to attack, disrupt, or abuse the support- and contact-related mechanisms of LONG CONSULTING, including, but not limited to, telephone lines, email addresses, fax lines, bulletin boards or contact/signup forms; or

p.        Utilize the Services in any other manner to interrupt or interfere with the Internet usage of other persons;

5.        Violations

 .         Disclaimer. LONG CONSULTING expressly disclaims any obligation to monitor its Customers and other Users with respect to violations of this AUP. LONG CONSULTING has no liability or responsibility for the actions of any of its Customers or other Users or any content any User may post on any Web site.

a.        Reporting Non-Copyright Violations. LONG CONSULTING encourages Users to report violations of this policy by e-mail to: abuse@LONGCONSULTING.com, including in any such report the name of the offending domain (for example, xyz.com) and the type of abuse (for example, Spam, illegal acts, harassment, etc.) in the "subject" field of the e-mail.

b.        Reporting Copyright Violations. LONG CONSULTING complies with the Digital Millennium Copyright Act ("DMCA"). LONG CONSULTING encourages Users to report an alleged copyright infringement involving a user by sending a notice that complies with the DMCA which information is located under the Legal section of this website.

c.        Remedies. If LONG CONSULTING learns of a violation of this AUP, LONG CONSULTING will respond to the applicable Customer and may, in LONG CONSULTING's sole discretion, take any of the following actions, in accordance with the severity and duration of the violation:

                                  .            Warning the Customer; and/or

                                                          i.            Suspending the offending Customer from the Services; and/or

                                                         ii.            Terminating the offending Customer from the Services; and/or

                                                        iii.            Imposing fees or charges on the offending Customer account in accordance with the applicable service contract; and/or

                                                       iv.            Removing the offending content; and/or

                                                        v.            Taking other action in accordance with this AUP, the applicable service contract or applicable law.

6.        Reservation of Rights. LONG CONSULTING reserves the right to cooperate with appropriate legal authorities in investigations of claims of illegal activity involving LONG CONSULTING's Services, Customers and other Users. LONG CONSULTING reserves all other rights to respond to violations of this AUP to the extent of applicable law and in accordance with any applicable contractual obligations. LONG CONSULTING may utilize technical means to monitor communications into, and out of, its network facilities to prevent the introduction of viruses or other hostile code, to prevent intrusions and otherwise to enforce this AUP and each Customer agrees that LONG CONSULTING is authorized to monitor its communications through LONG CONSULTING's network for such purposes.

 

 

User Agreement

 

This User Agreement ("Agreement") is an agreement between LONG CONSULTING, INC. ("LONG CONSULTING"), a Arizona corporation, and the party set forth in the related order form (“Customer” or “You”) incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"), and applies to the purchase of all services ordered by Customer on the Order Form (collectively, the "Services").

PLEASE READ THIS AGREEMENT CAREFULLY.

BY SIGNING UP FOR THE SERVICES CREATES A CONTRACT BETWEEN CUSTOMER AND LONG CONSULTING, CONSISTING OF THE ORDER, THE APPLICABLE SERVICE DESCRIPTION AND THIS USER AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING LONG CONSULTING'S USAGE POLICY. YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

1.        Acceptable Use Policy. Under this Agreement, Customer shall comply with LONG CONSULTING's then current Acceptable Use Policy (“AUP”), as amended, modified or updated from time to time by LONG CONSULTING, which currently can be viewed under the Legal Details section of this web site, and which is incorporated in this Agreement by reference.  Customer hereby acknowledges that it has reviewed the AUP and that the terms of the AUP are incorporated herein by reference.  In the event of any inconsistencies between this Agreement and the AUP, the terms of the AUP shall govern. LONG CONSULTING does not intend to systematically monitor the content that is submitted to, stored on or distributed or disseminated by Customer via the Service (the "Customer Content"). Customer Content includes content of Customer's customers and/or users of Customer's website. Accordingly, under this Agreement, You will be responsible for Your customers content and activities on Your website. Notwithstanding anything to the contrary contained in this Agreement, LONG CONSULTING may immediately take corrective action, including removal of all or a portion of the Customer Content, disconnection or discontinuance of any and all Services, or termination of this Agreement in the event of notice of possible violation by Customer of the AUP. In the event LONG CONSULTING takes corrective action due to a violation of the AUP, LONG CONSULTING shall not refund to Customer any fees paid in advance of such corrective action. Customer hereby agrees that LONG CONSULTING shall have no liability to Customer or any of Customer's customers due to any corrective action that LONG CONSULTING may take (including, without limitation, disconnection of Services).

2.        Term; Termination; Cancellation Policy.

a.        The initial term of this Agreement shall be as set forth in the Order Form (the "Initial Term"). The Initial Term shall begin upon commencement of the Services to Customer. After the Initial Term, this Agreement shall automatically renew.   ADDITIONALLY AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE LONG CONSULTING TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION. The Initial Term and all successive renewal periods shall be referred to, collectively, as the "Term".

b.        This Agreement may be terminated

                                                          i.            by either party by giving the other party thirty (30) days prior written notice subject to a $50.00 early cancellation fee payable by Customer,

                                                         ii.            by LONG CONSULTING in the event of nonpayment by Customer,

                                                        iii.            by LONG CONSULTING, at any time, without notice, if, in LONG CONSULTING's sole and absolute discretion and/or judgment, Customer is in violation of any term or condition of the this Agreement and related agreements, AUP, or Customer's use of the Services disrupts or, in LONG CONSULTING's sole and absolute discretion and/or judgment, could disrupt, LONG CONSULTING's business operations and/or

                                                       iv.            by LONG CONSULTING in accordance with Sections 1, 9, and 10 of this Agreement.

c.        If You cancel this Agreement, upon proper notice to LONG CONSULTING, prior to the end of the Initial Term or any Term thereafter,

                                  .            You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation;

                                                          i.            LONG CONSULTING may refund to You all pre-paid fees for basic hosting services for the full months remaining after effectiveness of cancellation (i.e., no partial month fees shall be refunded), less any setup fees and any discount applied for prepayment, provided that, You are not in breach of any terms and conditions of this AUP, User Agreement, Spamming Policy or Domain Policy; and/or

                                                         ii.            You shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term (other than basic hosting fees as provided in (ii) above. Any cancellation request shall be effective thirty (30) days after receipt by LONG CONSULTING, unless a later date is specified in such request.

d.        LONG CONSULTING may terminate this Agreement, without penalty,

                                  .            if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable; or

                                                          i.            immediately, if LONG CONSULTING determines in good faith that Customer’s use of the Customer the Services, the Web site or the Customer Content violates any LONG CONSULTING term or condition, including this AUP, User Agreement, Spamming Policy, or Domain Policy. If LONG CONSULTING cancels this Agreement prior to the end of the Term for Your breach of this Agreement and related agreements, including the AUP, User Agreement, Spamming Policy, or Domain Policy or Customer's use of the Services disrupts our network, LONG CONSULTING shall not refund to You any fees paid in advance of such cancellation and You shall be obligated to pay all fees and charges accrued prior to the effectiveness of such cancellation; further, You shall be obligated to pay 100% of all charges for all Services for each month remaining in the Term and LONG CONSULTING shall have the right to charge You an administrative fee of $50.00.

e.        Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2(e), 3, 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which LONG CONSULTING may be entitled.

3.        Customer's Responsibilities.

 .         Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer Web site.

a.        Customer will cooperate fully with LONG CONSULTING in connection with LONG CONSULTING’s performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for LONG CONSULTING’s performance of its obligations that depend on Customer’s performance on a day for day basis. Customer will notify LONG CONSULTING of any change in Customer’s mailing address, telephone, e-mail or other contact information.

b.        Customer assumes full responsibility for providing end users with any required disclosure or explanation of the various features of the Customer Web site and any goods or services described therein, as well as any rules, terms or conditions of use.

c.        Because the Services permit Customer to electronically transmit or upload content directly to the Customer Web site, Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying and updating the Customer Web site, including all back-ups. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by LONG CONSULTING to provide the Services, as the same may be changed by LONG CONSULTING from time to time. Specifications for the hardware and software used by LONG CONSULTING to provide the Services will be available on LONG CONSULTING’s Web site. Customer shall periodically access LONG CONSULTING’s Web site to determine if LONG CONSULTING has made any changes thereto. LONG CONSULTING shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by LONG CONSULTING to provide the Services.

d.        Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.

4.        Customer's Representations and Warranties.

 .         Customer hereby represents and warrants to LONG CONSULTING, and agrees that during the Initial Term and any Term thereafter Customer will ensure that:

                                  .            Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by LONG CONSULTING to pay any fees, residuals, guild payments or other compensation of any kind to any Person;

                                                          i.            Customer’s use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any person, including, without limitation, any contractual, statutory or common law right or any “moral right” or similar right however denominated;

                                                         ii.            Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer Web site and will use the Customer Web site only for lawful purposes;

                                                        iii.            Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, Trojan horses and other malicious code; and

                                                       iv.            Customer will use the Services only for business purposes and not for any family, household or personal use.

a.        Customer shall be solely responsible for the development, operation and maintenance of Customer's web site, online store and e-commerce activities, for all products and services offered by Customer or appearing online and for all contents and materials appearing online or on Customer's products, including, without limitation

                                  .            the accuracy and appropriateness of the Customer Content and content and material appearing in its store or on its products,

                                                          i.            ensuring that the Customer Content and content and materials appearing in its store or on its products do not violate or infringe upon the rights of any person, and

                                                         ii.            ensuring that the Customer Content and the content and materials appearing in its store or on its products are not defamatory or otherwise illegal. Customer shall be solely responsible for accepting, processing and filling customer orders and for handling customer inquiries or complaints. Customer shall be solely responsible for the payment or satisfaction of any and all taxes associated with its web site and online store.

b.        Customer grants LONG CONSULTING the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services.

c.        In addition to transactions entered into by Customer on Your behalf, Customer also agrees to be bound by the terms of this Agreement for transactions entered into on Customer’s behalf by anyone acting as Customer’s agent, and transactions entered into by anyone who uses Customer’s account, whether or not the transactions were on Customer’s behalf.

5.        License to LONG CONSULTING. Customer hereby grants to LONG CONSULTING a non-exclusive, royalty-free, worldwide right and license during the Initial Term and any Term thereafter to do the following to the extent necessary in the performance of Services under the Order:

 .         digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and

a.        make archival or back-up copies of the Customer Content and the Customer Web site.

b.        Except for the rights expressly granted above, LONG CONSULTING is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.

c.        LONG CONSULTING, in its sole discretion, reserves the right (1) to deny, cancel, suspend, transfer or alter, modify, correct, amend, change, program, or take any other corrective action to protect the integrity and stability of the Services (including altering, modifying, correcting, amending, changing, programming, or taking any other corrective action regarding any malicious code, software or related abusive activity, Customer’s Content and/or web site(s)), and/or (2) to comply with any applicable laws, government rules, or requirements, requests of law enforcement, or to avoid any liability, civil or criminal.  Customer further agrees that LONG CONSULTING shall not be liable to Customer for any loss or damages that may result from such conduct.

6.        Billing and Payment.

 .         Customer will pay to LONG CONSULTING the service fees for the Services in the manner set forth in the Order Form.

a.        LONG CONSULTING may increase the Service Fees (i) in the manner permitted in the service description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer.

b.        The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on LONG CONSULTING’s net income). All such taxes will be added to LONG CONSULTING’s invoices for the fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid.

c.        Unless otherwise specified, all fees and related charges shall be due and payable within thirty (30) days after the date of the invoice.  If any invoice is not paid within seven (7) days after the date of the invoice, LONG CONSULTING may charge Customer a late fee of $15.00; in addition any amounts payable to LONG CONSULTING not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less.

d.        If LONG CONSULTING collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if LONG CONSULTING prevails in any action to which the Customer and LONG CONSULTING are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and LONG CONSULTING’s reasonable attorneys’ fees.

e.        If any check is returned for insufficient funds LONG CONSULTING may impose a processing charge of $25.00.

f.         In the event that any amount due to LONG CONSULTING remains unpaid seven (7) days after such payment is due, LONG CONSULTING, in its sole discretion, may immediately terminate this Agreement, and/or withhold or suspend Services.

g.        There may be a $50.00 charge to reinstate accounts that have been suspended or terminated.

h.        Wire transfers will be assessed a $30.00 charge.

i.          Customer acknowledges and agrees that LONG CONSULTING may pre-charge Customer's fees for the Services to its credit card supplied by Customer during registration for the Initial Term.

j.          YOU ACKNOWLEDGE, AGREE AND AUTHORIZE LONG CONSULTING TO AUTOMATICALLY BILL AND/OR CHARGE ON YOUR CREDIT CARD FOR SUCCESSIVE TERMS OF EQUAL LENGTH AS THE INITIAL TERM, UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION 2.

7.        LONG CONSULTING as Reseller or Licensor. LONG CONSULTING is acting only as a reseller or licensor of the hardware, software and equipment used in connection with the products and/or Services that were or are manufactured or provided by a third party ("Non-LONG CONSULTING Product"). LONG CONSULTING shall not be responsible for any changes in the Services that cause the Non-LONG CONSULTING Product to become obsolete, require modification or alteration, or otherwise affect the performance of the Services. Any malfunction or manufacturer's defects of Non-LONG CONSULTING Product either sold, licensed or provided by LONG CONSULTING to Customer or purchased directly by Customer used in connection with the Services will not be deemed a breach of LONG CONSULTING's obligations under this Agreement. Any rights or remedies Customer may have regarding the ownership, licensing, performance or compliance of Non-LONG CONSULTING Product are limited to those rights extended to Customer by the manufacturer of such Non-LONG CONSULTING Product. Customer is entitled to use any Non-LONG CONSULTING Product supplied by LONG CONSULTING only in connection with Customer's permitted use of the Services. Customer shall use its best efforts to protect and keep confidential all intellectual property provided by LONG CONSULTING to Customer through any Non-LONG CONSULTING Product and shall make no attempt to copy, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. Customer shall not resell, transfer, export or re-export any Non-LONG CONSULTING Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law.

8.        Internet Protocol (IP) Address Ownership. If LONG CONSULTING assigns Customer an Internet Protocol (“IP”) address for Customer's use, the right to use that IP address shall belong only to LONG CONSULTING, and Customer shall have no right to use that IP address except as permitted by LONG CONSULTING in its sole and absolute discretion in connection with the Services, during the term of this Agreement. LONG CONSULTING shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Customer by LONG CONSULTING, and LONG CONSULTING reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion.

9.        Caching. Customer expressly

 .         grants to LONG CONSULTING a license to cache the entirety of the Customer Content and Customer's web site, including content supplied by third parties, hosted by LONG CONSULTING under this Agreement and

a.        agrees that such caching is not an infringement of any of Customer's intellectual property rights or any third party's intellectual property rights.

10.     CPU Usage. Customer agrees that Customer shall not use excessive amounts of CPU processing on any of LONG CONSULTING's servers. Any violation of this policy may result in corrective action by LONG CONSULTING, including assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in LONG CONSULTING's sole and absolute discretion. If LONG CONSULTING takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.

11.     Bandwidth and Disk Usage. Customer agrees that bandwidth and disk usage shall not exceed the number of megabytes per month for the Services ordered by Customer on the Order Form (the "Agreed Usage"). LONG CONSULTING will monitor Customer's bandwidth and disk usage. LONG CONSULTING shall have the right to take corrective action if Customer's bandwidth or disk usage exceeds the Agreed Usage. Such corrective action may include the assessment of additional charges, disconnection or discontinuance of any and all Services, or termination of this Agreement, which actions may be taken in LONG CONSULTING's sole and absolute discretion. If LONG CONSULTING takes any corrective action under this section, Customer shall not be entitled to a refund of any fees paid in advance prior to such action.

12.     Parked Domain Services. In addition to the applicable terms and conditions contained herein:

 .         If Customer signs up to register and park a domain name with LONG CONSULTING, Customer agrees to pay LONG CONSULTING the annual fee a set forth on our web site (the “Parked Page Services”).  Customer’s annual billing date will be determined based on the month Customer establishes the Parked Page Services with LONG CONSULTING.  Payments are non-refundable. If for any reason LONG CONSULTING is unable to charge Customer’s payment method for the full amount owed LONG CONSULTING for the service provided, or if LONG CONSULTING is charged a penalty for any fee it previously charged to Your payment method, Customer agrees that LONG CONSULTING may pursue all available remedies in order to obtain payment. Customer agrees that among the remedies LONG CONSULTING may pursue in order to effect payment, shall include but will not be limited to, immediate cancellation without notice to Customer of Customer’s service. LONG CONSULTING reserves the right to charge a reasonable service fee for administrative tasks outside the scope of its regular services. These include, but are not limited to, customer service issues that cannot be handled over email but require personal service, and disputes that require legal services. These charges will be billed to the payment method we have on file for Customer.

a.        Customer agrees to be responsible for notifying LONG CONSULTING should Customer desire to terminate use of any of the Parked Page Services, including, but not limited to, those purchased.  Notification of Customer’s intent to terminate must be provided to LONG CONSULTING no earlier than thirty (30) days prior to Customer’s billing date but no later than ten (10) days prior to the billing date. In the absence of notification from Customer, LONG CONSULTING will automatically continue the Parked Page Services indefinitely and will charge Customer’s payment method that is on file with LONG CONSULTING, at LONG CONSULTING's then current rates. It is Customer’s responsibility to keep their payment method information current, which includes the expiration date if using a credit card. In the event Customer terminates the Parked Page Services, moving their web site off of the LONG CONSULTING hosting servers is Customer’s responsibility. LONG CONSULTING will not transfer or FTP such web site to another provider.  Any change by Customer of their name-server is not deemed cancellation of the Parked Page Services.

b.        LONG CONSULTING will provide Customer with the Parked Page Services as long as Customer abides by the terms and conditions set forth herein and in each of LONG CONSULTING's policies and procedures.

c.        By using any of the Parked Pages Services, Customer agrees that LONG CONSULTING may point the domain name or DNS to one of LONG CONSULTING's or LONG CONSULTING's affiliates web pages, and that they may place advertising on Customer’s web page and that LONG CONSULTING specifically reserves this right.  Customer shall have no right to any compensation and shall not be entitled and shall have no right to receive any funds related to the monetization of Customer’s Parked Pages.

d.        Customer agrees to indemnify and hold harmless LONG CONSULTING for any complications arising out of use of the Parked Page Services, including, but not limited to, actions LONG CONSULTING chooses to take to remedy Customer’s improper or illegal use of a web site hosted by LONG CONSULTING. Customer agrees it is not be entitled to a refund of any fees paid to LONG CONSULTING if, for any reason, LONG CONSULTING takes corrective action with respect to any improper or illegal use of the Parked Page Services.

e.        If a dispute arises as a result of one or more of Customer’s Parked Pages, Customer will indemnify, defend and hold LONG CONSULTING harmless for damages arising out of such dispute. Customer also agrees that if LONG CONSULTING is notified that a complaint has been filed with a governmental, administrative or judicial body, regarding a web site hosted by LONG CONSULTING, that LONG CONSULTING, in its sole discretion, may take whatever action LONG CONSULTING deems necessary regarding further modification, assignment of and/or control of the web site to comply with the actions or requirements of the governmental, administrative or judicial body until such time as the dispute is settled.

13.     Property Rights.

 .         LONG CONSULTING hereby grants to Customer a limited, non-exclusive, non-transferable, royalty-free license, exercisable solely during the term of this Agreement, to use LONG CONSULTING technology, products and services solely for the purpose of accessing and using the Services. Customer may not use LONG CONSULTING’s technology for any purpose other than accessing and using the Services. Except for the rights expressly granted above, this Agreement does not transfer from LONG CONSULTING to Customer any LONG CONSULTING technology, and all rights, titles and interests in and to any LONG CONSULTING technology shall remain solely with LONG CONSULTING. Customer shall not, directly or indirectly, reverse engineer, decompile, disassemble or otherwise attempt to derive source code or other trade secrets from any of the LONG CONSULTING.

a.        LONG CONSULTING owns all right, title and interest in and to the Services and LONG CONSULTING's trade names, trademarks, service marks, inventions, copyrights, trade secrets, patents, know-how and other intellectual property rights relating to the design, function, marketing, promotion, sale and provision of the Services and the related hardware, software and systems ("Marks"). Noting in this Agreement constitutes a license to Customer to use or resell the Marks.

14.     Disclaimer of Warranty. Customer agrees to use all Services and any information obtained through or from LONG CONSULTING, at Customer's own risk. Customer acknowledges and agrees that LONG CONSULTING exercises no control over, and accepts no responsibility for, the content of the information passing through LONG CONSULTING's host computers, network hubs and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. NONE OF LONG CONSULTING, ITS PARENT, SUBSIDIARY OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE (EACH, AN "LONG CONSULTING PERSON") MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT LONG CONSULTING PROVIDES. NO LONG CONSULTING PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. LONG CONSULTING IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER'S CUSTOMERS VIA THE SERVICES PROVIDED BY LONG CONSULTING. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY LONG CONSULTING PERSON, WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. The terms of this section shall survive any termination of this Agreement.

15.     Limited Warranty.

 .         LONG CONSULTING represents and warrants to Customer that the Services will be performed (a) in a manner consistent with industry standards reasonably applicable to the performance thereof; (b) at least at the same level of service as provided by LONG CONSULTING generally to its other customers for the same services; and (c) in compliance in all material respects with the applicable Service Descriptions. Customer will be deemed to have accepted such Services unless Customer notifies LONG CONSULTING, in writing, within thirty (30) days after performance of any Services of any breach of the foregoing warranties. Customer’s sole and exclusive remedy, and LONG CONSULTING’s sole obligation, for breach of the foregoing warranties shall be for LONG CONSULTING, at its option, to re-perform the defective Services at no cost to Customer, or, in the event of interruptions to the Services caused by a breach of the foregoing warranties, issue Customer a credit in an amount equal to the current monthly service fees pro rated by the number of hours in which the Services have been interrupted. LONG CONSULTING may provision the Services from any of its data centers and may from time to time re-provision the Services from different data centers.

a.        The foregoing warranties shall not apply to performance issues or defects in the Services (a) caused by factors outside of LONG CONSULTING’s reasonable control; (b) that resulted from any actions or inactions of Customer or any third parties; or (c) that resulted from Customer’s equipment or any third-party equipment not within the sole control of LONG CONSULTING. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, LONG CONSULTING MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT, INCLUDING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OF THIRD-PARTY RIGHTS, AND LONG CONSULTING HEREBY EXPRESSLY DISCLAIMS THE SAME. WITHOUT LIMITING THE FOREGOING, ANY THIRD-PARTY SOFTWARE PROVIDED TO CUSTOMER HEREUNDER IS PROVIDED “AS IS” WITHOUT ANY CONDITION OR WARRANTY WHATSOEVER. LONG CONSULTING DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

16.     Limitation of Liability.

 .         IN NO EVENT WILL LONG CONSULTING’S LIABILITY IN CONNECTION WITH THE SERVICES, ANY SOFTWARE PROVIDED HEREUNDER OR ANY ORDER, WHETHER CAUSED BY FAILURE TO DELIVER, NON-PERFORMANCE, DEFECTS, BREACH OF WARRANTY OR OTHERWISE, EXCEED THE AGGREGATE SERVICE FEES PAID TO LONG CONSULTING BY CUSTOMER DURING THE 12-MONTH PERIOD IMMEDIATELY PRECEDING THE EVENT GIVING RISE TO SUCH LIABILITY.

a.        LONG CONSULTING CANNOT GUARANTEE CONTINUOUS SERVICE, SERVICE AT ANY PARTICULAR TIME, INTEGRITY OF DATA, INFORMATION OR CONTENT STORED OR TRANSMITTED VIA THE INTERNET. LONG CONSULTING WILL NOT BE LIABLE FOR ANY UNAUTHORIZED ACCESS TO, OR ANY CORRUPTION, ERASURE, THEFT, DESTRUCTION, ALTERATION OR INADVERTENT DISCLOSURE OF, DATA, INFORMATION OR CONTENT TRANSMITTED, RECEIVED OR STORED ON ITS SYSTEM.

b.        EXCEPT AS EXPRESSLY PROVIDED BELOW, NEITHER PARTY SHALL BE LIABLE IN ANY WAY TO THE OTHER PARTY OR ANY OTHER PERSON FOR ANY LOST PROFITS OR REVENUES, LOSS OF USE, LOSS OF DATA OR COSTS OF PROCUREMENT OF SUBSTITUTE GOODS, LICENSES OR SERVICES OR SIMILAR ECONOMIC LOSS, OR FOR ANY PUNITIVE, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR SIMILAR DAMAGES OF ANY NATURE, WHETHER FORESEEABLE OR NOT, UNDER ANY WARRANTY OR OTHER RIGHT HEREUNDER, ARISING OUT OF OR IN CONNECTION WITH THE PERFORMANCE OR NON-PERFORMANCE OF ANY ORDER, OR FOR ANY CLAIM AGAINST THE OTHER PARTY BY A THIRD PARTY, REGARDLESS OF WHETHER IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH CLAIM OR DAMAGES.

c.        The limitations contained in this Section apply to all causes of action in the aggregate, whether based in contract, tort or any other legal theory (including strict liability), other than claims based on fraud or willful misconduct. The limitations contained in Section 15(c) shall not apply to Customer’s indemnification obligations.

d.        Notwithstanding anything to the contrary in this Agreement, LONG CONSULTING's maximum liability under this Agreement for all damages, losses, costs and causes of actions from any and all claims (whether in contract, tort, including negligence, quasi-contract, statutory or otherwise) shall not exceed the actual dollar amount paid by Customer for the Services which gave rise to such damages, losses and causes of actions during the 12-month period prior to the date the damage or loss occurred or the cause of action arose.

e.        Customer understands, acknowledges and agrees that if LONG CONSULTING takes any corrective action under this Agreement because of an action of Customer or one if its customers or a reseller, that corrective action may adversely affect other customers of Customer or other reseller customers, and Customer agrees that LONG CONSULTING shall have no liability to Customer, any of its customers or any Reseller Customer due to such corrective action by LONG CONSULTING.

f.         This limitation of liability reflects an informed, voluntary allocation between the parties of the risks (known and unknown) that may exist in connection with this Agreement. The terms of this section shall survive any termination of this Agreement.

17.     Indemnification. Customer agrees to indemnify, defend and hold harmless LONG CONSULTING and its parent, subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys and agents (each an "indemnified party" and, collectively, "indemnified parties") from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against any of the indemnified parties arising out of or relating to Customer's use of the Services, (ii) any violation by Customer of the AUP, (iii) any breach of any representation, warranty or covenant of Customer contained in this Agreement or (iv) any acts or omissions of Customer. The terms of this section shall survive any termination of this Agreement.

18.     Miscellaneous.

 .                     Independent Contractor. LONG CONSULTING and Customer are independent contractors and nothing contained in this Agreement places LONG CONSULTING and Customer in the relationship of principal and agent, master and servant, partners or joint venturers. Neither party has, expressly or by implication, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party, or to obligate or bind the other party in any manner whatsoever.

a.        Governing Law; Jurisdiction. Any controversy or claim arising out of or relating to this Agreement, the formation of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged tort, shall be governed by the substantive laws of the State of Arizona.  The United Nations Convention on Contracts for the International Sale of Goods does not apply to this Agreement. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A STATE OR FEDERAL COURT LOCATED IN MARICOPA COUNTY, ARIZONA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

b.        Headings. The headings herein are for convenience only and are not part of this Agreement.

c.        Entire Agreement; Amendments. This Agreement, including documents incorporated herein by reference, supersedes all prior discussions, negotiations and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole and entire agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence or other communication of Customer or LONG CONSULTING, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by any authorized representative of Customer and LONG CONSULTING. This Agreement may not be modified or amended except by another agreement in writing executed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by LONG CONSULTING in its sole discretion, which modifications will be effective upon posting to LONG CONSULTING's web site.

d.        Severability. All rights and restrictions contained in this Agreement may be exercised and shall be applicable and binding only to the extent that they do not violate any applicable laws and are intended to be limited to the extent necessary so that they will not render this Agreement illegal, invalid or unenforceable. If any provision or portion of any provision of this Agreement shall be held to be illegal, invalid or unenforceable by a court of competent jurisdiction, it is the intention of the parties that the remaining provisions or portions thereof shall constitute their agreement with respect to the subject matter hereof, and all such remaining provisions or portions thereof shall remain in full force and effect.

e.        Notices. All notices and demands required or contemplated hereunder by one party to the other shall be in writing and shall be deemed to have been duly made and given upon date of delivery if delivered in person or by an overnight delivery or postal service, upon receipt if delivered by facsimile the receipt of which is confirmed by the recipient, or upon the expiration of five days after the date of posting if mailed by certified mail, postage prepaid, to the addresses or facsimile numbers set forth below the parties’ signatures. Either party may change its address or facsimile number for purposes of this Agreement by notice in writing to the other party as provided herein. LONG CONSULTING may give written notice to Customer via e-mail to the Customer’s e-mail address as maintained in LONG CONSULTING’s billing records.

f.         Waiver. No failure or delay by any party hereto to exercise any right or remedy hereunder shall operate as a waiver thereof, nor shall any single or partial exercise of any right or remedy by any party preclude any other or further exercise thereof or the exercise of any other right or remedy. No express waiver or assent by any party hereto to any breach of or default in any term or condition of this Agreement shall constitute a waiver of or an assent to any succeeding breach of or default in the same or any other term or condition hereof.

g.        Assignment; Successors. Customer may not assign or transfer this Agreement or any of its rights or obligations hereunder, without the prior written consent of LONG CONSULTING. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. LONG CONSULTING may assign its rights and obligations under this Agreement, and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of Customer. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns.

h.        Limitation of Actions. No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two years after the cause of action has arisen.

i.          Counterparts. If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically, LONG CONSULTING’s records of such execution shall be presumed accurate unless proven otherwise.

j.          Force Majeure. Neither party is liable for any default or delay in the performance of any of its obligations under this Agreement (other than failure to make payments when due) if such default or delay is caused, directly or indirectly, by forces beyond such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any commitment relative to the production or delivery of any equipment or material required for such party to perform its obligations hereunder.

k.        No Third-Party Beneficiaries. Except as otherwise expressly provided in this Agreement, nothing in this Agreement is intended, nor shall anything herein be construed to confer any rights, legal or equitable, in any Person other than the parties hereto and their respective successors and permitted assigns. Notwithstanding the foregoing, Customer acknowledges and agrees that Microsoft, and any supplier of third-party supplier that is identified as a third-party beneficiary in the Service Description, is an intended third-party beneficiary of the provisions set forth in this Agreement as they relate specifically to its products or services and shall have the right to enforce directly the terms and conditions of this Agreement with respect to its products or services against Customer as if it were a party to this Agreement.

l.          Government Regulations. Customer may not export, re-export, transfer or make available, whether directly or indirectly, any regulated item or information to anyone outside the United States in connection with this Agreement without first complying with all export control laws and regulations which may be imposed by the United States government and any country or organization of nations within whose jurisdiction Customer operates or does business.

m.       Marketing. Customer agrees that during the term of this Agreement LONG CONSULTING may publicly refer to Customer, orally and in writing, as a customer of LONG CONSULTING. Any other public reference to Customer by LONG CONSULTING requires the written consent of Customer.

 

 

Anti-Spam Policy

 

1.        LONG CONSULTING, INC., ("LONG CONSULTING") maintains a zero tolerance policy for use of its network in any manner associated with the transmission, distribution or delivery of any bulk e-mail, including unsolicited bulk or unsolicited commercial e-mail ("SPAM"). You may not use any our services or network to send SPAM. In addition, e-mail sent, or caused to be sent, to or through our network may not:

·         Use or contain invalid or forged headers;

·         Use or contain invalid or non-existent domain names;

·         Employ any technique to otherwise misrepresent, hide or obscure any information in identifying the point of origin or the transmission path;

·         Use other means of deceptive addressing;

·         Use a third party's internet domain name, or be relayed from or through a third party's equipment, without permission of the third party;

·         Contain false or misleading information in the subject line or otherwise contain false or misleading content;

·         Fail to comply with additional technical standards described below;

·         Otherwise violate LONG CONSULTING's terms and conditions.

 

2.        LONG CONSULTING does not authorize the harvesting, mining or collection of e-mail addresses or other information from or through its network. LONG CONSULTING does not permit or authorize others to use its network to collect, compile or obtain any information about its customers or subscribers, including but not limited to subscriber e-mail addresses, which are LONG CONSULTING's confidential and proprietary information. Use of our network is also subject to our Acceptable Use Policy, Policy Statement and Terms of Use and Notices.

3.        LONG CONSULTING does not permit or authorize any attempt to use its network in a manner that could damage, disable, overburden or impair any aspect of any of our services, or that could interfere with any other party's use and enjoyment of any LONG CONSULTING product or service.

4.        We monitor all traffic to and from our servers. Customers suspected of using LONG CONSULTING's products and services for the purpose of sending SPAM will be investigated. It is LONG CONSULTING's policy to immediately remove and deactivate any offending web site sending SPAM.

5.        Customers may be asked to produce records that verify that explicit affirmative permission was obtained from a recipient before a mailing was sent. LONG CONSULTING may consider the lack of such proof of explicit affirmative permission of a questionable mailing.

6.        Customers are prohibited from maintaining open mail relays on their servers. Ignorance of the presence or operation of an open mail relay is not and will not be considered an acceptable excuse for its (the open mail relay) operation.

7.        Customers are prohibited from providing hosting services for websites that have been included in SPAM. Hosting includes, but is not limited to, hosting website(s), providing DNS services as well as website redirect services.

8.        If LONG CONSULTING believes that unauthorized or improper use is being made of any product or service, it may, without notice, take such action as it, in its sole discretion, deems appropriate, including blocking messages from a particular internet domain, mail server or IP address. LONG CONSULTING may immediately terminate any account on any product or service which it determines, in its sole discretion, is transmitting or is otherwise connected with any e-mail that violates this policy.

9.        LONG CONSULTING reserves the right to suspend and/or cancel permanently any and all services provided to a User without any notification. If a Customer is in violation of any term or condition of this SPAM Policy, the Acceptable Use Policy, User Agreement or uses of our services to disrupt or, in LONG CONSULTING's sole judgment, could disrupt LONG CONSULTING's business operations, LONG CONSULTING reserves the right to charge such Customer an administrative fee equal to $100.00 per each piece of SPAM sent.

10.     To report an incidence of SPAM, please send an email to abuse@longconsulting.com.

11.     Nothing in this policy is intended to grant any right to transmit or send e-mail to, or through, our network. Failure to enforce this policy in every instance does not amount to a waiver of LONG CONSULTING's rights.

12.     LONG CONSULTING maintains computer equipment in California (among other states), and unauthorized use of our network will lead to use of equipment in these states. Unauthorized use of our network in connection with the transmission of unsolicited e-mail, including the transmission of e-mail in violation of this policy, may result in civil and criminal penalties against the sender and those assisting the sender, including those provided by the Computer Fraud and Abuse Act (18 U.S.C. §1030, et seq.); and California Business & Professions Code §17538.45 and other state and federal laws.

 

Web Site Development Agreement

 

This WEB SITE DEVELOPMENT AGREEMENT ("Agreement") is an agreement between LONG CONSULTING, INC. ("Company"), a Virginia corporation located at 6290 Red Fox Estates Court, Springfield, VA 22152, and the party set forth in the related order form (“Customer” or “you”) incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the "Order") and applies to the purchase of all services ordered by Customer on the Order (collectively, the "Services").  The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.

W I T N E S S E T H:

WHEREAS, Customer desires to engage Company to design, develop, create, test, and deliver a web site as more specifically set forth in the Order (“Web Site”), as a work made for hire and to host the Web Site on Company’s Web Server and make the Web Site available for browsing on the Internet; and

WHEREAS, Company is interested in undertaking such work; and

WHEREAS, Customer and Company mutually desire to set forth the terms applicable to such work;

NOW, THEREFORE, for the mutual consideration set forth herein, the adequacy of which is hereby acknowledged, Customer and Company, intending to be legally bound, hereby agree as follows:

1.         TERM AND TERMINATION

A. Term of Agreement. This Agreement shall be effective as of the date set forth on the Order and shall remain in force until seven (7) days after the last Coordination Step as set forth in the applicable Order, which shall take place not later than one hundred twenty days (120) after the Order (“Delivery Date”).  LONG CONSULTING cannot guarantee the Delivery Date but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.

B. Termination. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice.  This Agreement may be terminated by LONG CONSULTING (i) immediately if Customer fails to pay any fees hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services hereunder.

2.         COMPANY’S AND CUSTOMER’S RESPONSIBILITIES

A. Scope of Work. Customer hereby retains the services of Company to design the Web Site for Customer in accordance with the Order.

B. Changes. Changes to this Agreement, the Order or to any of the specifications of the Web Site shall become effective only when a written change request is executed by the Customer and Company (“Change Order”). Company agrees to notify Customer promptly of any factor, occurrence, or event coming to its attention that may affect Company’s ability to meet the requirements of this Agreement, or that is likely to occasion any material delay in the Services.  In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.

C.        Customer’s Responsibilities.  Customer agrees to perform all tasks assigned to Customer as set forth in this Agreement or a Change Order, and to provide all assistance and cooperation to Company in order to complete timely and efficiently the Web Site.  Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone in the event Company's failure to meet its responsibilities and time schedules is caused by Customer's failure to meet (or delay in) its responsibilities and time schedules set forth herein, a Change Order, or this Agreement.  In the event of any such failure or delay by Customer (i) all of Company's time frames, milestones, and/or deadlines shall be extended as necessary; and (ii) Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s) as if all time frames, schedules, or deadlines had been completed by Company.  Customer shall be responsible for making, at its own expense, any changes or additions to Customer's current systems, software, and hardware that may be required to support operation of the Web Site.  Unless otherwise contracted with Company or reflected in a Change Order, Customer shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site. With the execution of a Change Order specifically asking Company to assesses the Customer's systems, software and hardware from time to time, Company may agree to perform this function at normal Company rates.

3.         WEB SITE DESIGN

A. Design. The design of the Web Site shall be in substantial conformity with the material provided to Company by Customer.  Web Site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order.  Customer will provide direction to Company by accessing the Company’s Customer Relationship Management system (“CRM”) and delivering content for Web site construction within.  Web Site text will be supplied by the Customer unless copywriting services have been purchased.  Development of web pages will take place on the Customer’s established web hosting service with Company.  All server technical issues are to be handled by Company unless otherwise noted amongst all parties.  Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Order. Company shall not include, as determined in its sole discretion, any of the following in the Web Site or in Customer’s directory on Company’s Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other we sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, metatags (i.e., text that is present only when a “Webcrawler” or other Web indexing tool accesses the Web Site), or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.

B. Coordination Steps. Customer understands that submissions for Web Site development are limited to the number of coordination steps as provided in the Order.  Customer is encouraged to provide as much instruction and direction as possible with each submission.

C. Accessibility of Web Site During Construction. Throughout the construction of the prototype and the final Web Site, the Web Site shall be accessible to Customer through the CRM. Until Customer has approved the final Web Site, none of the Web Pages for Customer’s Web Site will be accessible to end users.

D. Completion Date. Company and the Customer shall work together to complete the Web Site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within four (4) weeks of the date of the Order unless otherwise noted.  If Customer has not submitted complete text and graphics content within six (6) weeks after the Order, an additional continuation fee of ten percent (10%) of the total Order price will also be assessed each month until the Web Site is published.

F. Copyright to Web Site. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web Site.  Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work (“Outside Content”) which Company deems necessary to purchase on behalf of Customer to design and develop the Web Site.  Customer further acknowledges and understands that any Outside Content used to design and develop the Web Site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties.  Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web Site,  Customer shall own a worldwide right, title, and interest in and to the Web Site (including, its source code and documentation) (the "Custom Programming").  Customer and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not  limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise  alter or transfer the Custom Programming.  Customer and Company also agree that the design and development of the Web Site may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer’s specific requirements (the "Code Content").  Customer shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Web Site) a  worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content. Company and its subcontractors retain the right to display graphics and other web design elements of the Web Site as examples of their work in their respective portfolios.

4.         MAINTENANCE

This Agreement does not provide Web Site maintenance unless a Web Site maintenance plan is purchased If the Customer or an agent other than Company attempts updating Customer’s pages, time to repair web pages will be assessed at an hourly rate.  Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order.  This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.

5.         FEES

The total price for all of the work set forth in the Agreement (excluding post-approval modifications not implemented by Customer) shall be set forth in the Order (the “Development Fee”).  This price covers all work for the Order (excluding post-approval modifications not implemented by Customer).  Unless otherwise stated in the Order, the Development Fee to Company is due and payable upon placing the Order and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution.  Company’s services are “AS-IS, WHERE-IS, WITH ALL FAULTS” and no refunds shall be provided for Company’s services hereunder.

6.         INDEMNIFICATION

A. Company Indemnity.  In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such possible infringement in the course of performing any work hereunder, Company shall immediately so notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives, agents, and the like harmless for any such alleged or actual infringement and for any liability, debt, or other obligation arising out of or as a result of or relating to (a) the Agreement, (b) the performance of the Agreement, or (c) the Deliverables, other than Customer’s responsibilities and Customer Content. This indemnification shall include attorney’s fees and expenses, unless Company defends against the allegations using counsel reasonably acceptable to Customer. Company’s total liability under this Agreement shall not exceed the amount of the Development Fee derived by Company under this Agreement.

B. Customer Indemnity.  Customer shall indemnify and hold harmless Company (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by Company as a result of any claim, judgment, or adjudication against Company related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the "Customer Content"), or (b) a claim that Company's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Company must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.

7.         REPRESENTATIONS AND WARRANTIES

Company makes the following representations and warranties for the benefit of Customer:

A. No Conflict. Company represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by Company under this Agreement and the Order. Customer understands that Company is currently working on one or more similar projects for other clients. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.

B. Conformity, Performance, and Compliance. Company represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function under standard HTML conventions; (3) all Deliverables will conform to the specifications and functions set forth in this Agreement; and (4) Company will perform all work called for by this Agreement in compliance with applicable laws. Company will repair any Deliverable that does not meet this warranty within a reasonable period of time if the defect affects the usability of Customer’s Web Site, and otherwise will repair the defect within 24 hours, said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.

C. Disclaimer of All Other Warranties.  COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEB SITE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND WEB SITE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, DEVELOPER PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND.  THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM.  IF ANY PROVISION OF THIS AGREEMENT SHALL BE UNLAWFUL, VOID, OR FOR ANY REASON UNENFORCEABLE, THEN THAT PROVISION SHALL BE DEEMED SEVERABLE FROM THIS AGREEMENT AND SHALL NOT AFFECT THE VALIDITY AND ENFORCEABILITY OF ANY REMAINING PROVISIONS.

D. Limitation of Liability.  IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN.  THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER HEREUNDER.  COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES.

Customer makes the following representations and warranties for the benefit of Company:

E. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Web Site are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer. 

F. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer’s exercise of Internet electronic commerce.

G. Confidentiality.  The parties agree to hold each other's Proprietary or Confidential Information in strict confidence.  "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process.  The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement.  Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the Effective Date.

8.         FORCE MAJEURE

Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.

9.         RELATIONSHIP OF PARTIES

A. Independent Contractor. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Company shall be solely responsible for and shall hold Customer harmless for any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, FICA, and workers’ compensation.

B. No Agency. Customer does not undertake by this Agreement, the Order or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.

10.       NOTICE AND PAYMENT

A. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order mailed by certified, registered or Express mail, return receipt requested or by Federal Express.

B. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.

11.       JURISDICTION/DISPUTES

This Agreement shall be governed in accordance with the laws of the State of Arizona. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Arizona including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

12.       AGREEMENT BINDING ON SUCCESSORS

The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.

13.       ASSIGNABILITY

Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company.  Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
 
14.       WAIVER

No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.

15.       SEVERABILITY

If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.

16.       INTEGRATION

This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement.

17.       NO INFERENCE AGAINST AUTHOR

No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.

18.       DISPUTES

Customer and Company agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Maricopa County, Arizona and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Arizona sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Arizona or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.

19.       READ AND UNDERSTOOD 

Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.

20.       DULY AUTHORIZED REPRESENTATIVE

Each Party warrants that their representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.