1. Definitions

When used in this Agreement and its Addendums, the following definitions apply unless a specific definition is applied to and in any Addendum or attachment:

Agreement: This Master Services Agreement and all Addendums and attachments regardless of the effective dates of those Addendums and attachments.

Client: The company or individual contracting with Servstra in order to utilize one or more of Servstra' various services as indicated on the Addendums hereto.

Database: Any and all information received from Client which Servstra' keeps in an electronic format for Servstra' use. This may include at Servstra' sole discretion a file containing only the Client's information and/or a universal file containing all of Servstra' Clients' information.

Website: The website(s) owned by Client to which this Agreement and its Addendums apply.

2. Additional Services

Servstra may provide some services such as reporting and tracking as a no charge service. Servstra reserves the right to stop providing these added services at any time for any reason. Servstra reserves the right to begin charging for these additional services at any time, and Servstra also reserves the right to offer new services that are not covered by this Agreement wherein additional charges could incur should the Client choose to use them.

3. Database Ownership

Both parties own their own databases and nothing in this agreement is intended to transfer that ownership. Servstra reserves the right to transfer its database in the event of a change in Servstra ownership.

Any unauthorized attempt to gain access to Servstra' database or systems by the Client, or anyone directly or indirectly associated or related to the Client, however remotely, will constitute a material breach of this Agreement. In the event of any such attempt to gain access, Servstra may immediately terminate this Agreement, and the Client will immediately return to Servstra all copies of any information obtained by this access.

4. Termination for Cause

Servstra may terminate either (a) this Agreement, (b) any Addendums or (c) all, immediately, if the Client is the subject of a bankruptcy order, become insolvent, make any arrangement or composition with or assignment for the benefit of creditors, go into voluntary or compulsory liquidation, have a receiver or administrator appointed over the Client's assets, or if the equivalent of any such events under the laws of any of the relevant jurisdictions occurs to the Client.

The Client also agrees to abide by Servstra's Acceptable Use Policies (AUP). Servstra reserves the right to manually or electronically review Client's website(s) to ensure there are no violations of the Terms and Condition or the AUP.

Servstra's employees and those of related companies have entered into an agreement to protect the companies' confidential and trade secret information even after their employment. The Client agrees that it would be difficult for Servstra to enforce this agreement if the Client were to hire an employee or a former employee and it would be difficult for the employee to abide by the terms of the agreement. The Client therefore agrees that the Client will not hire or enter into a contract of any kind with a current or former Servstra or related company employee for a period of 24 months following the effective date of that employee's last date of employment with Servstra or any related company without Servstra's written prior approval.

5. Privacy Policy

The Client understands that Servstra' Privacy Policy in part reads, "By using Servstra's services, the Client agrees that we may release information obtained in the course of the client's use of Servstra's services when it is believed, in Servstra's sole and absolute discretion, that the release is appropriate or otherwise necessary to comply with the law, enforce our Agreement, and/or protect the contract and other rights of our Clients".

6. Taxes

Servstra and the Client both agree to pay any and all taxes that are imposed on Servstra or the Client's respective business. If Servstra is required to pay taxes for the Client, the Client will immediately reimburse Servstra for those taxes and any fines, penalties and interest.

7. Authorization

By signing or accepting this Agreement the Client is stating that the Client is the owner, operator, and/or a designated officer of the business, with the authority to enter in to this Agreement, and have obtained all the necessary licenses, copyrights and/or certificates required to perform the Client's obligations. The Client will follow all laws and legal regulations that relate to the Client's business regardless of where those laws and regulations originate, and will comply with any laws and regulations that may apply in the future.

8. Limitations of Liability

Servstra WILL UTILIZE ITS BEST EFFORTS TO MAINTAIN ACCEPTABLE PERFORMANCE OF THE SERVICE, BUT Servstra MAKES ABSOLUTELY NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, INCLUDING WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE.

EXCEPT AS EXPRESSLY PROVIDED HEREIN, Servstra DOES NOT WARRANT THAT Servstra' APPLICATIONS WILL PERFORM IN THE MANNER EXPECTED OR WITHOUT INTERRUPTION, ERROR, OR DEFECT; OR THAT ANY REVENUE TO CLIENT WILL RESULT FROM THE ACTIVITIES CONTEMPLATED BY THIS AGREEMENT. EXCEPT AS SET EXPRESSLY FORTH IN THIS AGREEMENT, Servstra DOES NOT MAKE ANY WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WARRANTIES AGAINST INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS NOT SPECIFICALLY ENUMERATED.

Servstra cannot guarantee continuous service, service at any particular time, or integrity of data stored or transmitted via its system or via the Internet. Servstra will not be liable for the inadvertent disclosure of, or corruption or erasure of, data transmitted, received, or stored on its system. Servstra will not be liable to the Client or any of the Client's customers for any claims or damages which may be suffered by the Client or the Client's customers, including, but not limited to, losses or damages of any and every nature, resulting from the loss of data, unauthorized access to the Client's website as a result of hackers or password trading, inability to access Internet, or inability to transmit or receive information, caused by, or resulting from, delays, non-delivery, or service interruptions whether or not caused by Servstra' fault or negligence. Servstra will not be responsible for the Client's venue not being accessible on the Internet due to circumstances not under Servstra' direct control such as individual Internet user's own equipment capabilities, limitations, other Internet service provider limitations and/or browser software limitations.

Upon ten (10) days notice to the Client, Servstra may discontinue any service, or may require fulfillment of additional conditions Servstra may choose to impose as a prerequisite for continuing any service. However, Servstra may discontinue service immediately for fraud committed by the Client or the Client's employees, illegal activity, or violations of its Acceptable Use Policies (AUP) and/or its other policies.

Servstra's liability to the Client and any end user of the service or any other of its services is limited to the amount paid to and received by Servstra for service not accepted. In no event will Servstra be liable to the Client, or any end user or any other entity for any special, consequential, or other damages, however caused, whether for breach of contract, negligence or otherwise, even if Servstra has been advised of the possibility of such damage.

The Client agrees that Servstra is an Internet Service Provider ("ISP") under the Digital Millennium Copyright Act (DMCA) and understand that Servstra is required under the DMCA to remove and/or have the Client remove any material that another party claims is infringing once Servstra has received, in its sole judgment, a proper notification. The Client also agrees that if the Client does not comply with a request from Servstra to remove material under the DMCA or for any other reason, Servstra may at its discretion block access any or all services provided under this Agreement until such time as Servstra is certain that the material is removed. Servstra may, at its sole discretion, determine who is a “repeat infringer” and may terminate this Agreement and its Addendums without notice to the Client if Servstra believes the Client to be a repeat infringer.

9. Indemnification

The Client is solely responsible for the Client's content, advertising and promotion, and that of anyone referring others to the Client's website. The Client is also responsible for insuring that the Client is the rightful owner or licensee for any copyrighted material, trademarks, or items that appear on the Client's website.

The Client will take all necessary measures to preclude Servstra from being made a party to any lawsuit or claim regarding the service provided to or by the Client, or any end user. The Client hereby agrees to indemnify Servstra and hold Servstra harmless from any and all claims of whatever nature brought by any anyone against Servstra in excess of the remedy set forth herein.

The Client hereby agree to reimburse Servstra for any and all expenses including legal fees associated with Servstra being involved with any civil, criminal, regulatory or investigatory actions brought by the Client or against the Client by anyone, including expenses associated with providing information that Servstra, in its sole discretion, believes it legally must provide or has been authorized by the Client to provide. The Client also understand and agree that Servstra will deduct those expenses from monies due to the Client and the Client agree to reimburse Servstra for any expense that exceeds what Servstra is able to deduct from the Client's account.

10. Relationship of Parties

Nothing in this Agreement will create any partnership, joint venture, agency, franchise, sales representative, or employment relationship between the parties. The Client will have no authority to make or accept any offers or representations on our behalf. The Client will not make any statement, whether on the Client's site or otherwise, that reasonably would contradict anything in this Section. Neither party is the agent of the other, and Servstra expressly disclaims responsibility for any conduct by the Client in violation of our terms of Agreement.

11. Proprietary Rights, Security, Confidentiality, and Access

Client and Servstra mutually agree that:
1.Client owns and has absolute control over any content, design, material of any kind, and operation of Client's website and nothing in this Agreement or its Addendums and Attachments is intended to transfer that ownership or control to Servstra
2.Each party owns (or has uncontested legal rights to) their own intellectual property, content, databases, systems, trade secrets, trademarks, patents software, and applications and that nothing in this Agreement transfers any rights to these to the other. Servstra hereby provides a limited license to use without modification or alteration any of the software and or applications provided under this Agreement and Client agrees to return or destroy all copies that may be in the Client's possession upon termination of this Agreement and /or any Addendums to this Agreement.
3.Servstra and Client each hereby agree to hold each other's Proprietary Information in strict confidence and not to disclose such Proprietary Information to any third party without the prior written consent of the other party. Further, each party shall use the same degree of care it uses, but no less than a standard of reasonable care, with respect to its own Proprietary Information to prevent the unauthorized disclosure to a third party; provided, however, that the foregoing restriction shall not apply to information that is (a) known to the receiving party without restriction when received; (b) obtained from a source other than the originating party without breach of another confidentiality agreement; (c) in the public domain when received or thereafter enters the public domain through no fault of the receiving party; (d) disclosed by the originating party without restriction; or (e) disclosed by the receiving party pursuant to statute, regulation of the order of a court of competent jurisdiction, provided that the receiving party has notified the originating party in order to permit the taking of appropriate protective measures.
4.Any attempt to gain access to Servstra Databases or systems or those of its Service Providers by Client, or anyone directly related to Client, will constitute a material breach of this Agreement. In the event of any such attempt to gain access, Servstra may immediately terminate this Agreement, and Client will immediately return to Servstra all copies of any information obtained by this access.
5.If Servstra becomes subject to a claim from a third party of patent, trademark, or copyright infringement, arising from Client's Content or system, Client will indemnify the Servstra for all costs associated with a judgment imposed against Servstra pursuant to the infringement claim.
6.Any use of the trade name and/or trademarks of the other party in advertising or in any media as part of a “Client list” or “supplier” list must be done so with the prior approval, in writing, from the effected party.
7.Servstra and its Service Providers will not allow use of information from the Database by any third party for purposes other than those services provided by Servstra and it's Service Providers in accordance with this Agreement.

12. Payment

Client agrees that payment terms for the various services provided under this agreement may vary by service. Client agrees to pay all invoices within the time specified in the invoices for each service provided by Servstra. Client also agrees that if Client utilizes a Transaction Processing Service supplied by a company associated with Servstra, that company may deduct payment for all Servstra' services provided under this agreement from the weekly check from the transaction settlement before remitting the payment to client.

13. Term & Termination

To cancel a service, the steps outlined at http://my.servstra.com/knowledgebase.php?action=displayarticle&id=9 must be followed. Cancellation request must be submitted a minimum 5 days prior to the end of the current Billing Cycle. Cancellation requests submitted later than this time will result in automatic renewal of this agreement.

This Agreement will continue until terminated by either party under the provisions above. Servstra may terminate this Agreement immediately and without notice if the Client violates the terms of this Agreement, it's Acceptable Use Policies (AUP), its policies, or the law. Servstra may, at its sole discretion, suspend or cancel services for the Client's account if it stays inactive for any consecutive ninety (90) day periods. Reinstatement of the Client's account, after suspension or cancellation, will require Servstra approval.

14. Force Majeure

The parties' obligations under this Agreement are subject to, and neither party shall be liable for, delays, failures to perform, damages, losses or destruction, or malfunction of any equipment or any consequence thereof caused or occasioned by, or due to acts of terrorism, fire, flood, water, the elements, labor disputes or shortages, utility curtailments, power failures, explosions, civil disturbances, governmental actions, shortages of equipment for supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond the parties reasonable control (“Force Majeure Event”). Notwithstanding the aforesaid, if a Force Majeure Event takes place and a party is materially hindered in the performance of its obligations under this Agreement or its normal business operations are delayed or become impossible, then, without limiting the hindered party's rights, the hindered party shall have the option, by giving the other party written notice, to suspend its obligations hereunder for the duration of any such contingency provided that such hindered party shall promptly upon discovery of the Force Majeure Event, use its commercially reasonable efforts to recommence performance of the affected obligations or provide an acceptable alternative to such services, provided that no such suspension shall exceed three (3) months. If any such suspension exceeds three (3) months, the non-hindered party shall have the right to terminate this Agreement at any time on written notice to the hindered party. No Force Majeure Event shall relieve a party of its payment obligations of any outstanding invoices and for services rendered prior to any Force Majeure Event here under by Servstra.

15. Invalid or Unenforceable Provisions

If any provision of this Agreement or its Addendums is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. The Client and Servstra agree to renegotiate in good faith any term held invalid and to be bound by any mutually agreed to substitute provision.

16. Choice of Law: Venue

This Agreement is governed by and construed under the laws of the State of Arizona and the United States of America. The federal and state courts of the State of Arizona will have exclusive jurisdiction to adjudicate any non-arbitrable dispute arising out of this Agreement.

17. Disputes

A.General. Any controversy or claim arising out of or relating to this Agreement, or the breach thereof, shall be settled first, by good faith efforts of the parties to reach mutual Agreement, and second, if mutual Agreement is not reached to resolve the dispute, by final, binding arbitration as set out in paragraph (B) below.
B.If there is a dispute, controversy, claim and/or disagreement concerning the interpretation, application or enforcement of or in any way arising under this Agreement or breach of this Agreement, Servstra and Client shall work together in good faith to resolve such disputes within thirty (30) days from the date of the disputed incident. If Servstra and Client fail to resolve a dispute within the aforementioned thirty (30) day period, either party may submit the dispute to arbitration. The arbitration will take place in Phoenix, Arizona before a single arbitrator under the auspices of the American Arbitration Association's (“AAA”) Commercial Arbitration Rules currently in effect at that time. Disputes must be submitted to arbitration prior to any state, federal or international court action. Arizona law will be applied in the arbitration and any other subsequent legal hearings.
C.The arbitrator will not have the authority to award punitive damages or any other form of relief not contemplated in the contract. The arbitrator will render a written opinion setting forth the basis on which he or she arrived at the decision regarding each issue submitted to arbitration. The decision of each issue submitted to arbitration will be final and binding only to the extent it is accompanied by a written explanation of the basis upon which it was arrived at. Judgment upon the award, if any, rendered by the arbitrators, may be entered in any court having jurisdiction thereof.
D.Should any legal action permissible under this Agreement be instituted to enforce the terms and conditions of this Agreement, in particular the right to collect money due on unpaid invoices, the prevailing party will be entitled to recover reasonable attorney's fees and expenses incurred at both the trial and appellate levels.
E.Injunctive Relief. The foregoing notwithstanding, each party shall have the right to seek injunctive relief in an applicable court of law or equity pending resolution of the dispute in accordance with the foregoing.

18. Entire Agreement; Modifications

This Agreement and any Addendums and/or attachments and/or service orders hereto set forth the entire Agreement and understanding between the parties and merges all prior discussion between them. The terms and conditions of this Agreement are posted at http://www.servstra.com/aboutus/tos.html. Servstra reserves the right to change these terms and conditions by posting such changes at http://www.servstra.com. Continued use of Servstra's service by Client following such changes constitutes acceptance by Client of the current terms and conditions.

19. Notice

Per applicable Service Order.

20. Assignment

Neither Servstra nor Client shall assign this Agreement or any interest therein, without the prior written consent of the other party, except in the event of the sale of all or the majority of either party's stock or assets or in the event of other corporate reorganizations, which consent shall not be unreasonably withheld or delayed. Any assignment prohibited hereby shall be null and void.

21. Changes

For the Client's own protection, the Client understands and agrees that Servstra will only accept changes and modifications to this Agreement or any Addendums that are in writing and signed by the individual(s) signing this Agreement. In the event of changes in ownership of Client or, website(s) covered by this Agreement, the Client must notify Servstra in writing of the change of ownership. Servstra may then require the new owner to execute a new Agreement and Addendums with Servstra.

22. Partial Invalidity

If any provision of this Agreement is held to be invalid by a court of competent jurisdiction, then the remaining provisions will nevertheless remain in full force and effect. We agree to renegotiate in good faith any term held invalid and to be bound by mutually agreed substitute provision.