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Updated 02/23/2021

Agreement to Terms

This contract (the “Agreement”) constitutes a legally binding agreement made between you, whether personally or on behalf of an entity (“you” or "Client") and Max Vogel Group LLC (" Provider", “we”, “us”, or “our”), concerning utilization of Max Vogel Group LLC's Services and the use of Max Vogel Group LLC websites, online applications, and linked services (collectively, the “Platform”). The following terms will become effective immediately upon the agreement of the Client and continue in effect through Termination by either party.

Supplemental terms, contracts, or documents that may be posted on the Platform or presented via email to the Client are hereby expressly incorporated herein by reference. You consent to receive electronic communications, and you agree that all agreements, notices, disclosures, and other communications we provide to you electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. We reserve the right, in our sole discretion, to make changes or modifications to this Agreement at any time and for any reason.

1. Services.

Max Vogel Group LLC agrees to provide Services as specified in requests received via the Platform, detailed in accepted quotations, or communicated through other means (collectively known as "Orders").

1.1. Cloud Services.

Hosting, domains, and other online services are collectively known as "Cloud Services".

1.1.1. Specifications. The Provider agrees to provide Cloud Services as specified in Orders.

1.1.2. Length of Service. The Client agrees to the term length specified in the corresponding Order.

1.1.3. Renewal. Cloud Services automatically renew for a successive Length of Service equal to the original Order, unless canceled via the Platform, at least 30 days prior to the end of current term. Renewal of Cloud Services indicates the Client's agreement to any specification revisions and/or price changes.

1.1.4. Acceptable Use. Clients may not use Cloud Services to run IRC, bots, or host resources on behalf of others. Unacceptable uses also include, but are NOT limited to: Bulk emailing, unsolicited emailing, newsgroup spamming, pornographic content, illegal content, copyright infringement, trademark infringement, warez sites (including links to/from), cracks, software serial numbers, proxy-relaying, link farming (the act of or by use of scripts), link grinding, link-only sites, spamdexing, FFA (Free-For-All) and/or anything else determined by the Provider to be unacceptable use of Cloud Services including abuse of Platform resources.

Cloud Services running Client applications that are out-of-date and/or actively being exploited will be shut down immediately without prior notice. Clients are responsible for evaluating web-based applications and scripts on a regular basis to ensure their security and orderliness.

1.1.5. Support. The Provider agrees to provide technical support for the Client that relates to their existing Cloud Services. Such support includes assistance, troubleshooting, and debugging of services within our immediate responsibility and any other Cloud Service related issues. However, the Provider is not obligated to assist in the installations of new application modules, templates and/or programming languages, nor in providing assistance for any errors produced by any applications that have been modified by the Client. The provider will only provide assistance in making sure applications installed through the Platform are installed and function appropriately in their unmodified form.

1.1.6. Warranty. The Provider makes no warranties or representations of any kind, whether expressed or implied for the service it is providing. The Provider also disclaims any warranty of fitness for any particular Cloud Service and will not be responsible for any damages that may be suffered by the Client, including from delays, non-deliveries, or interruptions by any cause.

1.1.7. Domain Registration Proxy

By registering, transferring, or renewing domains through the Provider, the Client is allowing the Provider to administer and register each domain name in the name of the Provider. This includes using the Provider's information for domain name's WHOIS information, protecting the Client's private contact information. At the discretion of the Provider, domain names may be alternatively registered under the contact detail's of the Client.

1.1.8. Third Party Agreements. Certain features of the Provider's Cloud Services utilize the products of third-party vendors and business partners, which services and/or products may include software, information, data or other services. Certain of these vendors require users who utilize such features to agree to additional terms and conditions.

• Amazon Web Services, Inc. - Service Terms: https://aws.amazon.com/service-terms/
• Namecheap, Inc. - Registration Agreement: https://www.namecheap.com/legal/domains/registration-agreement/

1.2. Billable Services.

Design, development, and consultancy related services are collectively known as "Billable Services".

1.2.1. Specifications. The Provider agrees to perform Billable Services at the specification detailed in Orders. Billable Services are invoiced at forty-five dollars ($45)/hour unless specified otherwise.

1.1.2. Length of Service. These terms remain in effect until this Agreement is terminated. Terms surrounding Billable Services ordered through a fixed price quotation, are terminated upon delivery to the Client.

1.2.1. Ownership; Rights; Proprietary Information; Publicity. The Client shall own all rights, title, and interest for Services provided, after the corresponding invoice is paid in full.

1.2.2. Warranty. The Provider warrants that the Services will be performed in a professional manner. All deliverables shall be, to the best of the Provider's knowledge, original work of the Provider and/or their independent contractors. This does not bar the use of third-party resources. The Provider will ensure all third-party resources utilized in deliverables do not violate the rights of any third parties. Though the Provider may extend the courtesy of assisting with deliverables after their transfer to the Client, the Provider does not warrant such assistance.

1.2.3. Expense reimbursement. The Client agrees to reimburse the Provider for expenditures related to the execution of requested work. The Client will be aware of such costs prior to the expenses being incurred by the Provider. Expenses will be itemized on their respective billing period's invoice.

2. Billing.

By using the Platform, sending the Provider emails, and completing online forms to request Services (Orders), the Client acknowledges that related expenses and fees will be billed.

2.1. Invoices. Newly ordered Cloud Services are invoiced immediately, pro-rata for the time remaining in the month. Domain registrations and transfers and are invoiced immediately for their full term. All other Services are invoiced immediately unless otherwise noted.

Recurring invoices will be generated seven (7) days before the 1st day of every month. Recurring invoices include:

• Any Cloud Service with a term starting on the 1st day of the next month (monthly and annually)
• Billable Services provided and related expenditures incurred in the time since the last invoice was generated

Automatically renewing Domains are invoiced independently prior to their expiration.

2.2. Payment. Invoice balances must be paid through the Platform using a Credit/Debit Card or an ACH Bank Transfer. Clients are required to have a valid payment method on file in their client area account (part of the Platform) prior to ordering or requesting Services. In the event that the Invoice balance exceeds one thousand (1000) US dollars, the Provider reserves the right to restrict the Client to pay through an ACH Bank Transfer. A Client's default payment method is automatically charged one (1) day day before an invoice due date.

2.3. Terms. All invoices are payable within one week (7 days) of their date. A monthly service charge of 1.5% [or the greatest amount allowed by state law] is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. The client shall be responsible for all collection or legal fees necessitated by lateness or default in payment.

The Provider reserve the right to suspend current Services, and withhold delivery and transfer of ownership of any current work if accounts are not current or overdue invoices are not paid in full. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditioned upon receipt of payment in full, which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees.

3. Platform.

Max Vogel Group LLC websites, online applications, and linked services are collectively known as the “Platform”.

3.1. Registration. All Clients are required to hold a client area account (part of the Platform) and agree to keep passwords confidential for all users with access to the client account.

3.2. Representation. By utilizing our services, the Client warrants that: (1) all registration information submitted will be true, accurate, current, and complete; (2) registration information will be promptly updated as necessary; (3) the Platform will not be accessed through automated or non-human means, whether through a bot, script or otherwise; (6) you will not use the Platform for any illegal or unauthorized purpose.

3.3. Corrections. There may be information on the Platform that contains typographical errors, inaccuracies, or omissions, including descriptions, pricing, availability, and various other information. The Provider reserves the right to correct any errors, inaccuracies, or omissions and to change or update the information on the Site at any time, without prior notice.

3.4. Data. The Provider maintains certain data that Clients provide for the purpose of providing Services, as well as for managing the performance of the Platform. The Client agrees that the Provider shall have no liability for any loss or corruption such data, and hereby waive any right of action against us arising from any such loss or corruption of such data.

3.5. Abuse. Any attempt to undermine or cause harm to any part of the Platform is strictly prohibited. Any unauthorized or unintended use of the Platform, whether or not the attacked resource belongs to the Provider, will result in action against the Client. Possible actions include warnings, account or service suspension, and/or Termination, as well as civil or criminal legal action, depending on the seriousness of the attack.

4. Termination

Max Vogel Group LLC has the right to discontinue Services or deny access to anyone who violates our policies or this Agreement without warning or prior notice. No refunds of fees paid will be made if account termination is due to violation of this Agreement.

Clients may terminate this contract with thirty (30) calendar days advance written notice of intent to terminate. This contract cannot be terminated by the Client if a Cloud Services term has not elapsed.

The Client shall upon termination pay the Provider all unpaid amounts due for Services completed prior to termination.

5. Relationship of the Parties.

Each party shall be and act as an independent contractor and not a partner, joint venturer, or agent of the other unless otherwise noted and authorized.

6. Electronic Communications and Signatures.

Using the Platform, sending the Provider emails, and completing online forms constitute electronic communications. The Client consents to receive electronic communications and agrees that all agreements, notices, disclosures, and other communications provided electronically, via email and on the Platform, satisfy any legal requirement that such communication be in writing. The Client waives any rights or requirements which require an original signature or delivery of non-electronic records.

7. Indemnification

Client shall indemnify, defend, and hold harmless the Provider from and against any loss, cost, or damage of any kind (including reasonable outside attorneys' fees) to the extent arising out of breach of this Agreement, and/or negligence.