Exhibit A: The Agreement’s Governing Terms and Conditions
- Governing Terms and Provisions. The Terms and Conditions of the Agreement (the “Terms and Conditions”) described herein exclusively govern the Services provided by Solar to Customer. The Terms and Conditions and the Agreement form the entire agreement between Solar and Customer and exclusively govern Solar’s and Customer’s relationship during the Agreement’s existence.
- Relationship. The relationship of Solar and Customer under this Agreement is not an agency, partnership, joint venture, or similar relationship. Except as otherwise specifically authorized, Solar and Customer shall not have any authority to assume or create obligations on the other party’s behalf. Neither party shall take any action that has the effect of creating the appearance of its having such authority.
- Purpose. Customer wishes to purchase from Solar, and Solar wishes to sell to Customer, pursuant to the Terms and Conditions of this Agreement, website services, as more fully described in paragraphs six through twelve (hereinafter referred to as “Services”), in exchange for payment as described in this Agreement and paragraph four.
- Payment. Customer agrees to make the initial payment of the fees identified in the Agreement to Solar on the Effective Date. Customer thereby irrevocably authorizes Solar to charge the Customer’s account for all amounts due under this Agreement when said amounts become due. Amounts due will be automatically charged, in advance, and are not refundable. Solar is expressly allowed to suspend performance under the Terms and Conditions of the Agreement
due to non-payment by Customer, and all amounts due and owing will become automatically due.
- Duration. The Agreement becomes binding and governs the Parties on the Effective Date, and continues in full force and effect as described in Paragraph 4 of the Terms and Conditions, or is terminated sooner in accordance with Paragraph 4 of the Terms and Conditions.
- Termination and Automatic Renewal. This Agreement will automatically renew for succeeding terms of 30 days unless, at least 30 calendar days before the expiration of any term, either Customer or Solar gives written notice to the other of its intention to terminate the Agreement.
- Services. Solar will perform the Services as defined by this Agreement and its Terms and Conditions. Solar’s performance of Services is conditioned upon Customer’s compliance with this Agreement and its Terms and Conditions.
- Website Optimization. Solar will provide an optimized website. Solar expressly disclaims any specific placement within any engine.
- Domain Creation. Solar agrees to provide Customer with information of whom to contact to retrieve domain registration information. If Customer does not have a domain name, Solar will assist in selecting, registering, and managing a web domain.
- Hosting requirement: Solar will provide website hosting during the duration of the contract. The website, including it’s files, database, and content will remain on Solar’s hosting for the duration of the contract. Self Hosting is not permitted under this contract. Upon termination of the contract, the website including it’s files, database, and content will be packaged and available for download by the client for a maximum of 72 hours. Solar is not responsible for the transfer of the website to another hosting solution after contract cancellation.
- Access to Domain Register. Customer grants Solar access to Customer’s domain registrar or any website which manages Customer’s domain for the purposes of adding or editing DNS entries required for Customer’s website to become fully operational. Failure to provide Solar with access may result in a delay or prevent Customer’s website from becoming operational. Solar expressly disclaims any damages related to Customer failing to perform pursuant to
Paragraph 10. Solar further reserves the right to terminate the Agreement for Customer’s failure to perform under Paragraph 10 and any fees paid to Solar by Customer will not be refunded.
- Community Content. Solar will integrate its content pages, including text and images, upon Customer’s request (hereinafter referred to as “Customer Content”). Solar is the sole owner of the content pages and Customer’s use of the content pages is governed by this Agreement and its Terms and Conditions.
- Video Content Creation and Advertising. Solar agrees to the following features: (1) footage captured on-location by videographer; (2) royalty-free music; written scripts; recorded voiceovers; and text/graphics when applicable. Videos will be approved by Customer via an online preview system. If a video shoot is cancelled less than forty eight (48) hours prior to the shoot, a shoot cancellation fee may apply. Video Creation is only available if Customer purchases Gold or above.
- Grant Of License. Solar grants to Customer, only for the duration of the Agreement, a worldwide, nonexclusive license to the use, publicly display, and publicly perform the Video Content as described in Paragraph 12 of the Terms of Conditions, in compliance with the Terms and Conditions set forth in this Agreement. Upon termination of the Agreement, Customer shall return all content described in Paragraph 12 in accordance with the terms of Paragraph 32.
- Authority. Solar and Customer represent and warrant that they have full power and authority to enter into and perform this Agreement. Solar and Customer also represent and warrant that the person executing this Agreement is properly authorized and empowered to do so.
- Notices. Any notice required by this Agreement must be given in writing and delivered by mail, fax, and/or electronic mail to the addresses set forth in this Agreement. Solar and Customer may from time to time change their respective address and must give written notice of the new address and the date when it will become effective within 14 days of doing so.
- Severability. The provisions of this Agreement and its Terms and Conditions are severable. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable, or void for any reason whatsoever, each such portion, provision, or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions, or parts.
- Successors. This Agreement and its Terms and Conditions shall inure to the benefit of and be binding on the heirs, legal representatives, successors, and permitted assigns of Solar and Customer.
- Governing Law. This Agreement and its Terms and Conditions shall be governed by and construed according to the laws of California as they are applied to contracts made and to be performed entirely in California, but without reference to California’s rules regarding conflicts of laws. All actions under this Agreement shall be brought in a federal or state court of competent jurisdiction in Las Vegas, Nevada, and in no other jurisdiction.
- Survival Of Certain Provisions. Termination or expiration of this Agreement for any reason shall not release the Parties from any liabilities or obligations set forth in this Agreement and its Terms and Conditions that: (a) have expressly agreed shall survive any such termination or expiration or (b) remain to be performed or by their nature would be intended to be applicable following any such termination or expiration. The provisions of this section shall survive the expiration or earlier termination of this Agreement.
- Entire Agreement. This Agreement, together with its exhibits, constitutes the entire understanding and agreement between the parties and supersedes any and all prior oral or written communications with respect to it, all of which are merged into it. Except as specifically provided for, this Agreement and its Terms and Conditions may not be altered, amended, or modified except by an instrument in writing signed by a duly authorized representative of each party.
- Confidentiality. Solar and Customer agree that the Agreement and its Terms and Conditions are confidential and shall not be disclosed to a third party unless agreed upon in writing signed by a duly authorized re presentative of each party.
- Excuse for Performance. If the performance of Solar under this Agreement is prevented, hindered, or otherwise made impractical because of flood, strike, war, acts of government, or any other casualty or cause beyond the control of Solar, then Solar will be excused from its performance to the extent and as long as it is prevented, hindered, or delayed by any of these events.
- Media Releases. All media releases, public announcements, and public disclosures by Customer, its employees, or agents related to this Agreement, its subject matter or its Terms and Conditions, including promotional or marketing material, but not including any announcement intended solely for internal distribution by Customer or any disclosure required by legal, accounting, or regulatory requirements beyond the reasonable control of Customer, shall be coordinated with and approved by Solar in writing before production.
- Compliance With Laws. Customer agrees to comply with all applicable federal, state, and local statutes, ordinances, rules, and regulations. Customer agrees to not violate any law applicable to the creation and use of any trademark, copyright, trade secret and any related information.
- Attorneys’ Fees and Costs. In the event of a material breach of the Agreement, the prevailing party in any action commenced to enforce this Agreement shall be awarded its reasonable attorneys’ fees and court costs.
- Indemnification. Customer shall indemnify, defend, and hold Solar harmless from and against any and all liability, litigation, demands, claims, losses, damages, recoveries, settlements, and expenses (including without limitation reasonable attorneys’ fees and costs) arising from or in connection with Customer’s Content, Customer’s website, Customer’s use of the Services, Customer’s breach or alleged breach of its representations or warranties, and/or Customer’s violation of laws, rules or regulations
- TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, THE SERVICES ARE PROVIDED “AS IS”, Solar DISCLAIMS ANY
AND ALL WARRANTIES OF ANY KIND, INCLUDING ANY EXPRESS OR IMPLIED, INCLUDING THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AS WELL AS ANY WARRANTIES ALLEGED TO HAVE ARISEN FROM CUSTOM,
USAGE, OR THE COURSE OF DEALING BETWEEN THE PARTIES. Solar DOES NOT WARRANT THAT THE SERVICES WILL MEET CUSTOMER’S
REQUIREMENTS OR THAT THE OPERATION OF THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE. IN ADDITION, Solar DOES NOT
WARRANT OR GUARANTEE THAT CUSTOMER WILL BE ABLE TO ACCESS THE SERVICES AT ALL TIMES. CUSTOMER UNDERSTANDS AND
ACKNOWLEDGES THAT INTERNET CONGESTION AND OUTAGES, AS WELL AS MAINTENANCE, DOWNTIME, AND OTHER INTERRUPTIONS,
MAY INTERFERE AT TIMES WITH YOUR ABILITY TO SERVICES.
- No Liability for Special, Incidental, Consequential, or Punitive Damages. In no event will Solar be liable for punitive, exemplary, loss of profits or any special, incidental, or consequential damages, however caused, even if Solar has been advised of the possibility of any such damages.
- Disclaimer of Warranty Against Infringement. Solar makes no warranty that the Services are or will be delivered free of any person’s claim of patent, trademark, copyright, or similar infringement. Customer assumes all risks (including the risk of suit) that the Services or any use of the Services will infringe existing or subsequently issued patents, trademarks, or copyrights. Solar has no knowledge which would lead it to believe that the manufacture, use, or sale of the goods will result in a claim of infringement of patents, trademarks, or copyrights
- Customer Warranties. Customer agrees to obey and comply with all applicable United States laws, rules, and regulations governing Solar’s performance of the Services. Customer warrants that it has the legal right to grant any license deemed necessary to allow Solar’s performance of Services, and has acquired any and all required third party clearances, consents and licenses necessary in connection with Solar’s performance of Services, that Customer Content is true and accurate and does not violate any law or regulation and is not misleading, defamatory, libelous or slanderous, that Solar use of Customer Content in providing the Services will not infringe or violate third party rights, that the Customer website and its content will not contain any material that is obscene,
pornographic, profane, fraudulent, libelous or defamatory, and will not infringe or violate the rights of any third party. Solar expressly reserves its right to terminate the Agreement if Customer violates any part of this provision.
- Termination for Breach. Solar reserves the right to automatically terminate the Agreement and discontinue Services for any reason including, but not limited to: Customer requests to publish any private, illegal, defamatory, obscene, slanderous or inappropriate materials, fraud, copyright infringement, and/or
abusive use of our website and email services.
- Return of Confidential Information. On termination of this Agreement for any reason, Customer shall immediately deliver to Solar all documents, data, records, customer lists, notebooks, and similar writings relating in any way to any proprietary information of Solar, including copies then in Customer’s possession, whether prepared by Customer or others. Customer is entitled to retain any and all documents, data, or other items created and/or originated by Customer. Any confidential information will be marked as such by Solar or orally conveyed by Solar to Customer.
- Reservation of Rights. Solar reserves the following rights: (1) the right to change third party vendors, web marketing solutions and systems without notice to allow for better service performance and may do so with providing Notice to Customer; and (2) the right for Solar to monitor any and all use of the Services and gather system data for the purpose of optimizing the Services. Solar will not disclose Customer data to any third party and any matter that specifically identifies Customer.
- Counterparts: This Agreement may be executed in counterparts which, when taken together, shall constitute a binding agreement between Customer and Solar.