Autograph Systems' "Sherwood Store" Web Services Agreement

This agreement defines the terms under which services charged to the client are conducted. Autograph Systems and the client agree as follows:

Term of Agreement

The minimum term of agreement for all services is one month. The agreement is considered accepted upon verbal acknowledgment and validated upon receipt of the client's initial payment. The agreement will be renewed without notification for each subsequent term. Cancellation at the end of a term is affected by verbal or written notification. Failure to render payment for one term constitutes notification of cancellation on the part of the client. The fee for services shall remain payable, and subsequent services shall be suspended until the account is made current.

Payment of Fees

Clients are billed for services on an yearly basis, but may make payments monthly. Yearly payment entitles the client to a discount services rate, as per the current rate schedule. Subsequent invoices for services are sent via US Postal Service first class mail to the client 30 to 90 days prior to the expiration of the prior invoice term. Failure to remit payment prior to the renewal date constitutes notification of the client's intent to terminate services. In the case of nonpayment, Autograph Systems is fully within its rights under this contract to disconnect servers and services without notice and at any time after the renewal date. Clients electing to make monthly payments acknowledge that failure to keep current on the payment schedule can result in suspension of services any time the account becomes past due.

Ownership of Equipment

All equipment housed by Autograph Systems is warranted to be the sole property of Autograph Systems, with the exception of co-located equipment. Autograph Systems retains all responsibility for management of its own equipment: enhancements and/or modifications to that equipment will be done at the sole discretion of Autograph Systems and its staff.

Co-located equipment is defined as equipment provided to Autograph Systems by the client for the express purpose of providing services to the client. The client alone is responsible for enhancement and maintenance of its co-located equipment, including all data on such equipment. Backup of the data on such equipment remains the responsibility of the client. Should the client experience problems with their equipment that require intervention or recovery assistance by Autograph Systems staff, the client may be billed for time and expertise at the standard rate charged by Autograph Systems for such service at the time the service is rendered.

Intellectual Property

Client retains ownership of and sole responsibility for data deployed by Autograph Systems on behalf of the client. The client warrants that its internet presence does not infringe on any copyright, trademark, patent, or other intellectual property held by any third party.

Autograph Systems retains ownership of and sole responsibility for the software deployed by Autograph Systems on behalf of the client. Autograph Systems retains the right to reuse or resell technologies developed on behalf of the client, except where expressly prohibited by exclusive contract exercised between the client and Autograph Systems.

Warranties

The client warrants that it has the authority to enter into this agreement and that it will conduct itself in accordance with all federal and state laws and regulations that apply. The client further warrants that it will not use the services of Autograph Systems to aid in the sale or distribution of materials whose primary intent is the promulgation of marketing schemes, including but not limited to the distribution of unsolicited commercial email. Neither will the client use the services of Autograph Systems to aid in the sale or distribution of materials judged to be indecent, pornographic, or otherwise offensive to either male or female staff employed by Autograph Systems, as the presence of such material can be construed as constituting a 'hostile work environment' under US law.

The client agrees to indemnify and hold harmless the staff and management of Autograph Systems in any and all legal claims arising from the information the client distributes via services rendered by Autograph Systems.

Confidential Information

Confidential information is defined as proprietary information identified in writing by the client as confidential as well as basic information related to the relationship between Autograph Systems and the client. Autograph Systems agrees to hold the client's confidential information in strict confidence. Autograph Systems will not to disclose such information to any third party, and will not use the information for any purpose beyond the scope of the agreement between Autograph Systems and the client with the sole exception of including the client's publicly accessible web sites in a listing of 'web sites hosted by Autograph Systems' as found on Autograph Systems' own web site.

Autograph Systems agrees to return or destroy all copies of the information promptly upon request of the client with the exception of data that is stored on backup media as part of Autograph Systems' standard backup procedures. Such data will be destroyed when such backup media are recycled for subsequent backups or otherwise destroyed.

Autograph Systems retains the right to disclose information, whether deemed confidential or not, to appropriate law enforcement agencies upon subpoena.

Extent of Liability

Autograph Systems agrees to maintain liability insurance on co-located equipment and to replace or repair any equipment damaged as a result of any incident deemed insurable by Autograph Systems' insurers. The client agrees that Autograph Systems shall not be liable for loss of data on co-located equipment or from damages arising from claims that the insurer excludes in its liability policies, typically referred to as "Acts of God" or similar standard terminology. The client further agrees to exempt Autograph Systems from any and all claims arising from loss of income or from inability to access data stored on equipment located at Autograph Systems.

Governing Laws

This agreement is governed by the laws of the state of Pennsylvania. This agreement supersedes all prior agreements, oral or written, and is the sole binding agreement between the parties.