Your Web Center Terms

Your Web Center, Inc. is in the business of offering, among other things, Web site hosting services pursuant to virtual server plans. Use of YWC Services constitutes acceptance and agreement to all the terms and conditions applicable to this Agreement and Your Web Center Acceptable Use Policy ("AUP").

YWC may amend this Agreement at any time by posting the amended Agreement on its Web site and the effective date of any such amendment will be the date on which the amended Agreement is so posted. The Client agrees that it has read and understands this Agreement and acknowledges a duty to periodically check these terms and conditions. Without limiting the generality or effect of the foregoing, YWC may also add, delete or modify some or all of its Services at any time and in its sole discretion.

1. AGREEMENT

1.1 Hosting Service. Pursuant to the terms of this Agreement and the Hosting Plan selected by the Client, YWC agrees to provide the Client with: (i) space on a server to host a site on the Internet ("Web Site") and (ii) various other services as more specifically set forth in Client's Plan (collectively, "Services") and attached hereto as Exhibit A.

1.2 Availability of Web Site. The Web Site shall be generally accessible to third parties via the Internet twenty-four (24) hours a day, seven (7) days a week, except for scheduled maintenance and required repairs, and except for any loss or interruption of Services due to causes beyond the control of YWC or which are not reasonably foreseeable by YWC, including but not limited to interruption or failure of telecommunication or digital transmission links and Internet slowdowns or failures.

1.3 Updates. As part of the Services, YWC shall provide the Client with a system for the Client to transmit to YWC any revisions, updates, deletions, enhancements or modifications ("Updates") to the Virtual Server. YWC shall update the Virtual Server provided that (i) the Client is not in default of its payment obligations here under, (ii) such Updates are within the scope of this Agreement; and (iii) such Updates are Server Ready (as defined below).

1.4 Domain Registration. All new Web hosting accounts involving new domain registration services from YWC will be set up and entered into the Virtual Server within three (3) to seven (7) business days. Following the domain registration by YWC on behalf of the Client, YWC shall provide the Client with all relevant registration information.

1.5 Transfer of Domains. All new Web hosting accounts involving transfer of domains from another provider to YWC will be set up and entered into the Virtual Server with seven (7) to (60) business days. YWC makes no guarantees for the transfer process. YWC shall charge a transfer fee for services rendered to transfer domains on behalf of the Client. If the customer cancels service during the transfer period for any reason, transfer fees will be considered earned and will not be refunded.

1.6 Services. This Agreement does not include fees for Web Site design or Internet Provider address Services. Any Internet Provider (IP) addresses assigned by YWC for the use of the Client shall be maintained and belong solely to YWC and the Client shall have no right to any use of that IP address except as permitted by YWC. YWC has the right to change or remove any and all such IP addresses. Allocation of IP addresses is limited by ARIN's new policies. YWC must use name-based hosting where possible. We will periodically review IP address usage, and if we find the Client is using IP addresses where name-based hosting could be used, YWC will revoke authorization to use those IP addresses. The Client herby agrees that YWC is responsible only for providing the Services set forth in Client's Plan and this Agreement, and YWC is not responsible for providing any other services or tasks.

2. TERM

This Agreement shall begin upon the date the Client registers the Plan and shall continue for the period of time set forth in the Plan ("Initial Term"). This Agreement will continue automatically for additional terms equal to the Initial Term (each, a "Renewal Term") unless either party provides notice at least thirty (30) days prior to the end of the Initial Term or Renewal Term, as applicable, that it has elected not to renew the Agreement. The Initial Term and all successive Renewal Terms are referred to hereafter, collectively, as the "Term".

3. BILLING AND PAYMENT

3.1 Fees. As consideration for the Services as selected by the Client and provided by YWC, the Client agrees to pay the applicable Service(s) fees in accordance with YWC's fee schedule then in effect. The Client acknowledges the fees according to the prices and terms set forth in the Client's Plan. Such fees may include taxes, fees or assessments by governmental agencies and YWC shall have the right, at any time, to pass on and invoice to the Client any new or increased taxes, fees, assessments or other charges imposed on, or required to be collected by YWC by any governmental agency. All fees are nonrefundable except for fees covered by the 30-day money back guarantee.

3.2 Rates and Charges. Initial fees set forth at the time of registration shall remain in effect during the term specified. Upon continuation of services, the customer shall be obligated to the current standard rates for such services as deemed by YWC. Written notification of such changes in rates shall be supplied to the Client at least thirty (30) days before the expiration of their specified registration term.

3.3 Payment. Establishment of service is dependent upon receipt by YWC of payment of stated fees. Subsequent payments are due on the anniversary date of for payment frequency set forth in Client's Plan. All invoices are due and payable upon receipt. The frequency of payments is determined by the Term of service selected at registration. Monthly terms shall be charged on the same date of each month. Quarterly terms shall be charged on the same date every three (3) months. Semi-annual terms shall be charged on the same date every six (6) months. Yearly terms shall be charged on the same date every twelve (12) months. Biennial terms shall be charged on the same date every two (2) years.

3.4 Checks or Money Order. All fees are payable in advance in US Dollars. YWC will not accept international checks in foreign currency. In the event a check is returned as unpayable, the Client will be assessed a $25.00 returned check fee. If Client fails to pay all fees by the Payment Date, the Client will be sent a Suspension of Services E-mail which will grant the Client ten (10) days to make payment.

3.5 Credit or Debit Cards. Client may pay fees by MasterCard, Visa, American Express and Discover debit or credit cards ("Credit Cards"). YWC shall automatically charge the Client nominated Credit Card in advance of services being supplied. Credit Cards shall be charged seven (7) days prior to the Payment Date to the Credit Card number given at the time of registration. Payment by Credit Card includes the authorization to charge all future recurring fees and charges to the Credit Card on file with YWC. If Client's Credit Card is denied, for any reason, Client will be sent a notice by E-mail. Credit cards that are declined for any reason are subject to a $1.00 declination fee. If payment is not received by the Payment Date, YWC may make one final attempt to charge Client's Credit Card on or around the Payment Date. If payment is not secured by the Payment Date, the Client will be sent a Suspension of Services E-mail which will grant Client ten (10) days to make payment. In the event Client initiates a charge back, YWC may immediately suspend all Services to the Client until such time as full payment is received in addition to a $25.00 charge back administration fee and $20.00 reactivation fee.

3.6 Taxes. All payment of taxes associated with the services supplied by YWC shall be payable by and the responsibility of the Client. YWC does not collect federal, state, or local taxes that may be associated with a sale.

3.7 Late Payment Charge. A $15.00 late fee shall apply to accounts past due more than ten (10) calendar days from the Payment Date. In the event that any amount due YWC remains unpaid twenty (20) days after such payment is due, YWC, at its sole discretion, may immediately terminate this Agreement, and/or interrupt or suspend Services. A $20.00 charge shall apply to the reinstate suspended or terminated accounts. All fees that have not been timely paid may be sent by YWC to a collection agency. The Client agrees to be responsible for paying all costs of collection, including, but not limited to, reasonable attorney's fees and, where lawful, collection agency fees. All accounting issues should be addressed via a support ticket from the contact pages of the YWC's Web site

3.8 Pricing Disputes. The Client shall notify YWC in writing of any disputed charges sixty (60) days of the date of the billing for such charges. If the Client does not notify YWC within that time period, the Client has waived any right to dispute such amounts, either directly or indirectly or as a set-off, recoupment or defense in any action or efforts to collect amounts due to YWC. If Client disputes a charge to the credit card issuer that, in YWC's sole discretion is a valid charge under the provisions of this Agreement, the Client agrees to pay YWC a charge back administration fee of $25.00.

3.9 Suspension of Services. Failure of the Client to fully pay any fees when due may be deemed a material breach of this Agreement justifying suspension of Services to the Client at the discretion of YWC. Any such suspension of Services does not relieve the Client from the obligation to pay all amounts due YWC under this Agreement for the remainder of the Term. In the event of a suspension of Services and upon a reactivation request by the Client, the Client shall pay YWC a $20.00 reactivation fee in addition to full payment of all accrued charges, plus reasonable interest, and any collections. Reactivation of services will only be performed during YWC's regular business hours.

4. CLIENT'S RIGHTS AND OBLIGATIONS

4.1 Client Account Record. It is the responsibility of the Client to keep all account information current, complete and accurate as required by the registration process. Account information can be up dated through our customer support area or by E-mailing updateaccounts@yourwebcenter.com. This information is used to keep you up to date on important information concerning your account and services.

4.2 Client Content. The Client is solely responsible for the content, development, operation and maintenance of the Client's Web site, activities, products and services offered by the Client and residing on YWC servers. The Client shall be solely responsible for accepting, processing and management Client's customers orders, inquires and complaints. The Client shall be solely responsible for the payment or satisfaction of any, and all taxes associated with Client's Web site and online store.

4.3 Security. The Client shall be responsible for the security and confidentiality of any information, whether it is the Client's or the Client's customer, (including, without limitation, customer credit card numbers) that the Client may receive as a result of its Web site or online store.

4.4 Central Processing Unit ("CPU") Usage. The Client agrees that they shall not use excessive amounts of CPU processing on any YWC service provider. Such over usage as deemed by YWC may result in corrective action, including additional charges, disconnection of service or termination of this agreement. If corrective action is necessary, the Client shall not be entitled to any refund of any fees paid prior to such action.

4.5 Bandwidth and Storage. YWC monitors the amount of bandwidth and storage used by the Client and shall notify the Client by E-mail when their usage has reached the level of use as determined by their selected service plan. The Client shall then have 24 hours to respond as to whether the excess is to be billed at the standard rate of 1.00 per GB with a minimum of $2.00 or to have their account suspended for the duration of the month. Special consideration for the Client's promotions shall be given without additional billing providing notification is received from the Client by YWC within fourteen (14) days in advance of such additional bandwidth being required, The Client must also advise the reason for the additional bandwidth and the length of time such extra bandwidth is required. Such consideration shall be granted on a client-by-client basis and should not exceed thirty (30) days. If the Client consistently exceeds their bandwidth limit, YWC shall upgrade the account with no service charge to the client. The Client should contact YWC Customer Service for this upgrade service.

4.6 Caching. The Client expressly (i) grants to YWC a license to cache the entirety of the Client's Web site, including content supplied by third parties, and hosted by YWC under this Agreement. The Client (ii) further agrees that such cache is not an infringement of any of the Client's intellectual property rights or any third party's intellectual property rights.

4.7 Mailing Lists. YWC permits the Client to send mailings to subscribers of Client's own mailing list. Such mailings must have explicit instructions to the recipient on how to remove their name from the list, and all requests to do so must be honored immediately. The Client agrees not to send mailings to lists provided by an outside agency or individual. The Client further agrees not to provide mailing list services to others. Due to the nature of the Virtual Server, YWC requests that all mailing lists be sent during the hours of 12:00 a.m. and 4:00 a.m. Eastern Time.

4.8 Acceptable Use of Virtual Server. The Client agrees to comply with all laws, rules, regulations and Your Web Center Acceptable Use Policy (AUP). The AUP may be updated from time to time at the discretion of YWC. The Client understands that change to the AUP by YWC shall not be grounds for early contract termination or non-payment.

4.9 Representation and Warranties. The Client represents and warrants that (i) the Client is responsible for compliance to this Agreement and the AUP for their customer, associates and/or anyone using their bandwidth ("Users"); (ii) the Client is at least 18 years of age and is the authorized representative of the organization or entity that they purport to represent, (iii) agrees to provide true, accurate, current and complete information about the Client as prompted in the account registration process (iv) the Client has the power and authority to perform its obligations hereunder and the Agreement constitutes a valid and binding obligation enforceable against the Client in accordance with its terms, (v) the Client has the requisite level of knowledge in the use of Internet languages, protocols and software to utilize the Services provided by YWC, (vi) the Client has secured all required authorization(s) necessary for hypertext links to third party Web sites, (vii) the Client holds all necessary licenses from the required jurisdictions to engage in the advertising and sale of any goods and service which may be offered on the Web Site, (viii) the Client Content does not and will not contain any content, materials, advertising or services that are inaccurate or that infringe on or violate any applicable law, regulations or right of a third party, including, without limitations, export laws, or any proprietary, contract, moral, or privacy right or any other third party right, and (ix) the Client owns the Client Content or otherwise has the right to place the Client Content on the Web Site.

5. YOUR WEB CENTER'S RIGHTS AND OBLIGATIONS

5.1 Support Services. System support services shall be provided by YWC twenty-four (24) hours per day, seven (7) day per week to the Client to include (i) account creation, including username and password; (ii) consultation to resolve technical or operational issues which may exist as barriers to the Client's satisfactory use of YWC's Services; (iii) support related to the Client virtual physical functioning. YWC does not offer technical support for the Client's customers.

5.2 Removal of Client Content. YWC reserves the right, in its sole discretion, to exclude or remove from the Web Site any Client Content for any of the following reasons: (i) Client Content is not Server Ready, (ii) CGI scripts or programs consume an unreasonable amount of CPU usage, Random Access Memory ("RAM"), or other system resources, (iii) When YWC has received complaints for the Client's customers, and in the judgment of YWC, the Client failed to resolve customer complaints regarding reasonable access for the Client's customers or timely fulfillment of orders, (iv) the Client has become the subject of a government complaint or investigation, (v) the Client runs or executes JAVA Servlets on the Virtual Server, or (vi) any other reason which may violate or infringe any law or third party rights or which otherwise may potentially expose YWC to civil or criminal liability or public ridicule, provided that such right shall not place an obligation on YWC to monitor or exert editorial control over the Web Site.

5.3 Investigations. YWC shall disclose any information in its possession to comply with a court order, subpoena, summons, discovery, warrant, statute, regulation or government request in order to protect YWC and its clients from harm. YWC is not obligated to notify the Client in the event such information is sought or provided.

5.4 Mailing Lists. YWC reserves the right to terminate the Client's mailing program, whether provided by YWC or not, immediately and without notification to the Client if said list causes a problem, in YWC's sole discretion, with the E-mail services of other clients. YWC also reserves the right to forbid the Client from utilizing a mail-sending program that jeopardizes the mail services of other clients.

5.5 SPAM. SPAM is unsolicited bulk and/or commercial messages over the Internet or maintaining an open SMTP policy. Spamming can overload and disrupt services. YWC has a "Zero Tolerance" policy on spamming and at its discretion will determine whether E-mail recipients were from an opt-in E-mail list. In order to prevent unnecessary blacklisting due to SPAM, YWC reserves the right to occasionally sample bulk E-mail being sent from servers. Violation of YWC's AUP on SPAM will result in severe penalties including termination. Upon notification of an alleged policy violation, YWC will initiate an immediate investigation. YWC, at its sole discretion, may restrict customer access to the network to prevent further violations. A violation will result in an "Administrative Fee" of $750 and immediate termination of your account. Users who violate this policy agree that in addition to the "Administrative Fee" penalties, they will pay "Investigation Fee" not to exceed $200 per hour that YWC must spend to investigate the violation.

6. LICENSE AND PROPRIETARY RIGHTS

6.1 Software License. During the Term, YWC grants the Client a nontransferable, nonexclusive limited license to use the Software, in object code form only, solely for purposes of using the Services on the Virtual Server. To the extent such Software belongs to a third party, YWC only grants such rights as it is able to under an agreement with the applicable third party. The Client may not use Web pages or parts of the Web pages generated by means of the Software on any server other than the Virtual Server

6.2 Software License Restrictions. The Client and its Users agree that it will not, directly or indirectly: (i) copy the Software, except as is necessary to install on Hardware and for internal, archival purposes. In the event the Client makes any copies of the Software, the Client shall reproduce all proprietary notices on such copies; (ii) reverse engineer, decompile, dissemble, modify or otherwise attempt to derive source code from the Software; (iii) sell, lease, license, transfer, give possession of, or sublicense the Software or the documentation to others; (iv) write or develop any derivative or other software programs, based, in whole or in part, upon the Software.

6.3 Proprietary Rights. The Client shall not have any right, title, or interest in the Virtual Server, Software, Hardware, documentation, or any copyrights, patents, trademarks, trade secrets and any other proprietary rights embodied or used in connection therewith, except for the limited license provided in Section 6.1.

6.4 Proprietary Rights of Client. As between the Client and YWC, Client Content shall remain the sole and exclusive property of the Client, including, without limitation, all copyrights, trademarks, patents, trade secrets, and any other proprietary rights. The Client hereby grants to YWC a non-exclusive, worldwide, royalty-free license for the Term to edit, modify, adapt, translate, exhibit, publish, transmit, participate in the transfer of, reproduce, create derivative works from, distribute, perform, display, and otherwise use the Client Content as necessary to render the Services to Client under this Agreement.

7. TERMINATION

7.1 Termination upon Breach or Insolvency. Subject to Section 7.3 below, this Agreement may be terminated by either party upon written notice, (i) if the other party breaches any obligation hereunder and the breaching party fails to cure such breach within thirty (30) days after such notice, or (ii) if the other party is the subject of a voluntary or involuntary bankruptcy, insolvency, reorganization or liquidation proceeding, makes an assignment for the benefit of creditors or admits in writing its inability to pay debts when due. Notwithstanding the foregoing, this Agreement may be terminated by YWC at any time upon written notice to the Client if the Client fails to make any payment within ten (10) days after such payment was due.

7.2 Termination for Client's Breach of Sections 4. Notwithstanding Section 7.1 above, YWC may immediately terminate this Agreement and remove the Client's Web Site from the Virtual Server if it is determined, in YWC's sole discretion, that the Client has breached Sections 5 of the Agreement. Any termination under this Section 7.2 shall take effect immediately and the Client expressly agrees that it: (i) shall not have any opportunity to cure, (ii) shall not be entitled to a refund of any fees paid to YWC, and (iii) shall promptly pay a $250.00 clean-up / disconnection fee.

7.3 Rights and Remedies upon Termination. In the event either party terminates the Agreement pursuant to Sections 7.1 or 7.2, YWC shall be entitled to immediately receive payment for all Services incurred through the date of termination. In addition, it is agreed to that, if the Client is the breaching party, then YWC will suffer damages that would be difficult to ascertain. Therefore, the Client agrees to pay YWC all amounts due hereunder for the remainder of the Term as liquidated damages and not as a penalty. Such liquidated damages shall be in addition to all other rights and remedies available to YWC in law and in equity which may be granted by a court of competent jurisdiction.

7.4 Termination Process. The Client must validate the request by submitting the last four digits of the credit card on file with YWC. All requests for cancellation shall be handled immediately. YWC shall not be held liable for any unauthorized cancellations. For security reasons and the general protection of all clients, YWC requires all notices not to renew the Agreement be delivered by either: (i) submitting a virtual authorization at http://www.yourwebcenter.com/contact.shtml, faxing a cancellation request to (205) 497-9601, or mail a cancellation request to:
Your Web Center, Inc.
P.O. Box 3491
Hueytown, AL 35023 USA.
All cancellation requests shall contain the account name, password, reason for cancellation and signature of Client.

7.5 Domain Registration. Domain Registration CANNOT be canceled or terminated.

7.6 Termination of Service. YWC reserves the right to terminate this Agreement and cancel, suspend, or refuse Services without cause at any time by giving the Client 10 day's written notice.

8.0 DISCLAIMER OF WARRANTY

The Client agrees that the use of the Services and information obtained through or from YWC is at the risk of the Client. . The Client agrees that YWC has no control and accepts no responsibility for the content or information passing through its servers, host computers, network hubs and points of presence or the Internet. NEITHER YOUR WEB CENTER, ITS EMPLOYEES, AFFILIATES, AGENTS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS NOR THE LIKE 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 YOUR WEB CENTER PROVIDES. NEITHER YOUR WEB CENTER, ITS EMPLOYEES, AFFILIATES, AGENTS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS OR THE LIKE, WARRANT THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR FREE; NOR DO ANY OF THEM MAKE ANY WARRANTY 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. YOUR WEB CENTER IS NOT LIABLE FOR THE CONTENT OR LOSS OF ANY DATA TRANSFERRED EITHER TO OR FROM THE CLIENT'S WEB SITE OR STORED BY THE CLIENT OR ANY OF THE CLIENT'S CUSTOMERS VIA THE SERVICE(S) PROVIDED BY YOUR WEB CENTER. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY ANY YOUR WEB CENTER PERSONNEL SHALL CREATE A WARRANTY; NOR MAY THE CLIENT RELY ON ANY SUCH INFORMATION OR ADVICE. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS IS, AS AVAILABLE BASIS. The terms of this section shall survive any termination of this Agreement.

9. LIMITATION OF LIABILITY

The Client agrees that under no circumstances shall any YWC personnel be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to YWC at the time) which may exist in the Services or YWC's equipment as used to provide the Services. Under no circumstances, including negligence, shall any YWC personnel be liable for any indirect, incidental, special, consequential or punitive damages, or loss of profits, revenue, data or use by the Client, any of its customers, any reseller customer or any other third party, whether in an action in contract or tort or strict liability or other legal theory, even if YWC has been advised of the possibility of such damages. Nor shall any YWC personnel shall be liable to the Client, any of its customers, any reseller customer or any other third party, for any loss or damages that result or are alleged to have resulted from the use of or inability to use the Services, or resulting from mistakes, omissions, interruptions, deletion of files, loss of data, errors, viruses, defects, delays in operations, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to YWC's records, programs, equipment or services.

Notwithstanding anything to the contrary in this Agreement, YWC'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 the Client 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. The Client understands, acknowledges and agrees that if YWC takes any corrective action under this Agreement because of an action of the Client or one of its customers or a reseller customer, that corrective action may adversely affect other customers of the Client or other reseller customers, and the Client agrees that YWC shall have no liability to the Client, any of its customers or any reseller customer due to such corrective action by YWC.

YWC disclaims any and all loss or liability resulting from, but not limited to: (i) loss or liability resulting from access delays or access interruptions; (ii) loss or liability resulting from data non-delivery or data miss-delivery; (iii) loss or liability resulting from acts of God; (iv) loss or liability resulting from the unauthorized use or misuse of the Client's account identifier or password; (v) loss or liability resulting from errors, omissions, or misstatements in any and all information or services(s) provided under this Agreement; (vi) loss or liability resulting from the development or interruption to the Client's Web site or E-mail service. The Client agrees that YWC shall not be liable for interruption of business, or any indirect, special, incidental, or consequential damages of any kind (including lost profits) regardless of the form of action whether in contract, tort (including negligence), or otherwise, even if YWC has been advised of the possibility of such damages. In no event shall the maximum liability of YWC exceed one hundred ($100.00) dollars. 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.

10. INDEMNIFICATION

The Client agrees to release, indemnify, and hold YWC, its contractors, agents, employees, officers, shareholders, directors, and affiliates (collectively "indemnified parties") harmless 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 attorneys' fees) arising out of or relating to the use of the Services by the Client, including any violation of the YWC's AUP or breach of any representation, warranty of covenant by the Client as contained in this Agreement and AUP or any acts or omissions by the Client.

11. GENERAL PROVISIONS

11.1 Privacy Policy. In an effort to address the Client's privacy concerns, YWC has instituted a Your Web Center Privacy Policy ("Privacy Policy") and is incorporated herein by this reference. YWC reserves the right to change the Privacy Policy at any time. The Client acknowledges that they have read and understands the Privacy Policy and that the Client has an obligation to periodically review the Privacy Policy from time to time. In the event any provisions contained in this Agreement conflicts with any terms, conditions or clauses contained in the Privacy Policy, the provisions of this Agreement shall govern.

11.2 Enforcement of Agreement. In the event it is necessary for YWC to enforce its rights under this agreement, the Client agrees to pay all fees incurred by YWC (including, but not limited to, attorney's fees and collection agency fees).

11.2 Waiver. The failure of either party to exercise any of its right or to enforce any of the provisions of this Agreement on any occasion shall not be a waiver of such right or provision, nor affect the right of such party thereafter to enforce each and every provision of this Agreement.

11.4 Modification of Agreement. Except as otherwise provided herein, this Agreement may not be amended except upon the written consent of the Client and an officer of YWC.

11.5 Survival. The terms and provisions of this Agreement are intended solely for the benefit of each party hereto and their respective successors and permitted assigns, and it is not the intention of the parties to confer third-party beneficiary rights upon any other person.

11.6 Force Majeure. YWC shall not be liable for failure or delay in performing its obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, sabotage, embargo, terrorist or other attack, fire, flood, acts of any governmental body, war, insurrection, strike or other labor disturbance, interruption of or delay in transportation, unavailability of or interruption or delay in telecommunications or third party services, failure of third party software or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of the Services.

11.7 Assignment. Except as otherwise provided herein, all the terms and provisions of this Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns, except that the Client may not assign or transfer their right or obligations under or interest in this Agreement without first obtaining the prior written consent of YWC. YWC may, in its sole discretion, assign its obligations under this Agreement in connection with any merger, sale of all or substantially all of the assets of YWC.

11.8 Governing Law. This Agreement shall be governed by and shall be construed, interpreted and enforced in accordance with the laws of the State of Alabama, without reference to principles of conflicts of law. The parties agree that the sole and exclusive venue for any and all disputes arising hereunder shall be in any trial court located in Jefferson County, Alabama, USA.

11.9 Severability. This Agreement, together with the Order Form and other documents specifically identified in this Agreement, represents the entire agreement between the Client and YWC and supersedes all previous representations, understandings or agreements. If any provision of this Agreement shall be determined by a court of competent jurisdiction to be invalid, unenforceable, or void, the remainder of this Agreement shall remain in full force and effect.

11.10 Entire Agreement. This Agreement, along with the AUP, Privacy Policy and Client's Plan, shall be the entire agreement among the parties with respect to the transactions contemplated among them and, except as otherwise provided, supersede all previous negotiations, commitments, and writings.