MYTURF WIRELESS, LLC STANDARD TERMS AND CONDITIONS The following shall be the standard terms and conditions that govern the Dedicated Service Agreement (“Agreement”) attached hereto. All defined terms in the Agreement shall apply to these Standard Terms and Conditions. These Standard Terms and Conditions shall apply to any entity receiving any product or service from MYTURF.  

1. Internet services, support, and billing are the responsibility of the Customer and Customer’s Internet Service Provider and MYTURF will not have any duty or responsibility hereunder this Agreement to bill, service or support the customer’s Internet connectivity. Customer hereby agrees to the terms and conditions listed herein and agrees to provide MYTURF with at least 30 days prior written notice of all changes cancellations or actions relating to the subscription services.  Subscription fees are subject to penalty for early termination.  MYTURF warranties the operation of the wireless Internet controller during the subscription period and subsequent renewals. MYTURF may upgrade, replace or repair equipment from time to time with prior customer consent.  MYTURF reserves the right to change any and all of its service rates upon subscription renewal with a thirty (30) days prior written notice to Customer. 

Billing:  MYTURF shall bill Customer for all services and products ordered at the rates and prices in effect as of the order date. Customer shall pay MYTURF for Services pursuant to the terms and conditions of the applicable tariff(s), taxes or fees if any, as they apply to any services specified in this Agreement. Prices for Services are exclusive of applicable taxes, surcharges, and equipment shipping charges. MYTURF shall provide an online customer account with invoice and billing information for subscription and additional special services issuing an electronic invoice to Customer when applicable.  Advertising subscriptions are available for purchase through the local sales representative or may be purchased online.  MYTURF shall accept payment from Customer via paper check or credit card.  Credit card subscriptions will auto-renew when this option is selected.  Subscription auto-renew may be terminated at any time prior to start of the new subscription term.  Full payment is required on 30 and 90 day term contracts (including when monthly billing is selected). The early-termination-fee for the twelve month contract is 50% of the remaining balance on the total contract.   (Fee= 0.5 x monthly payment x months remaining).  PAST DUE ACCOUNTS SHALL BE CHARGED INTEREST OF 1.5% OR $25 PER MONTH, WHICHEVER IS GREATER (or the maximum amount of interest allowed by law) ON ANY UNPAID PAST DUE BALANCE. ALL PAST DUE ACCOUNTS THAT ARE PAST DUE MORE THAN 30 DAYS SHALL BE SUBJECT TO TERMINATION AND A RE-INSTATEMENT FEE EQUAL TO 50% OF THE ANNUAL SUBSCIPTION CHARGE WILL BE ASSESSED. 

2. Disclaimer and Limitation of Liability:  Customer acknowledges that MYTURF makes no warranty of any kind, expressed or implied, regarding the merchantability, fitness, reliability or suitability of its services or products for any particular purpose. 

CUSTOMER ACKNOWLEDGES AND AGREES THAT:

A..  MYTURF IS AN INTERNET ADVERTISING SERVICE PROVIDER (“ASP”) THAT RELIES ON CONNECTIVITY AND PRODUCTS OF THIRD PARTY TELECOMMUNICATIONS COMPANIES, AND IS THEREFORE NOT RESPONSIBLE OR LIABLE FOR ANY PART OF ITS SERVICES, INCLUDING INTERRUPTIONS IN SERVICES, THAT ARE DUE TO THE ACTS OR OMISSIONS OF OTHERS, OR THAT ARE OTHERWISE OUTSIDE OF MYTURF’s REASONABLE CONTROL. 

B.  Customer further acknowledges that as an ASP, MYTURF has no control over the content or reliability of the information, product and content delivered to Customer over the Internet or through  MYTURF’s equipment.  Customer shall at all times defend, indemnify and hold harmless Myturf Wireless and its officers, directors, shareholders, employees, accountants, attorneys, agents, affiliates, subsidiaries, successors, and assigns from and against any and all third-party claims, damages, liabilities, costs and expenses, including reasonable legal fees and expenses, arising out of or related to the content of Customer’s advertisements served by Myturf pursuant to this Agreement and/or any materials to which users can link through those advertisements.  Customer acknowledges that Internet access may be temporarily unavailable at times due to scheduled or unscheduled maintenance, and due to other reasons within and outside of MYTURF’s reasonable control. 

C.  Subscription reassignment may be necessary if a location withdraws from the network. Myturf will notify the customer. The customer has responsibility for reassigning the subscription to a new location(s).

D.  UNDER NO CIRCUMSTANCES SHALL MYTURF WIRELESS BE LIABLE TO CUSTOMER OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM THIS AGREEMENT, SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFITS OR LOST BUSINESS, COSTS OF DELAY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE. NOTWITHSTANDING THE ABOVE, IN THE EVENT THAT MYTURF IS FOUND LIABLE TO CUSTOMER FOR ANY DAMAGES, SUCH DAMAGES SHALL NOT EXCEED A SUM EQUAL TO THE AMOUNTS THAT CUSTOMER HAS PAID TO MYTURF OR CUSTOMER’S USER HAS PAID TO CUSTOMER AS OF THE DATE THAT LIABILITY INCURRED. IN NO EVENT SHALL MYTURF WIRELESS BE LIABLE IN ANY WAY FOR AN AMOUNT GREATER THAN THE PAYMENT OWED TO MYTURF WIRELESS UNDER SECTION 2 ABOVE.

1.  MYTURF WIRELESS WOULD NOT HAVE ENTERED INTO THIS AGREEMENT BUT FOR THE LIMITATIONS CONTAINED IN THIS SECTION.

3. Customer Responsibilities: 

A.  Customer Account Usage. Customer shall be responsible for protecting all account passwords and for any authorized or unauthorized use made of Customer’s account. Customer agrees and promises that: (i) Customer will comply with all applicable federal and state laws, rules, and regulations in and for the use of MYTURF’s services, products, and equipment, as well as to comply with the rules of any network to which Customer may gain access using MYTURF’s services; (ii) Customer represents and warrants that it shall not transmit or make available over the Internet any products, information, or other materials that are illegal, obscene, libelous, tortuous, or that violate any third party intellectual property or other rights, or that is likely to result in action against MYTURF and/or its other customers; and,

B. CUSTOMER HEREBY INDEMNIFIES AND HOLDS MYTURF, ITS OFFICERS, DIRECTORS AND EMPLOYEES, HARMLESS FROM ANY AND ALL LIABILITY, COSTS, OR FINES AS DESCRIBED HEREIN THIS DSA, INCLUDING ATTORNEY’S FEES, THIRD PARTY COSTS, FINES BY THE STATE (PUC) OR FEDERAL (FCC) AUTHORITIES THAT ARISE FROM ANY BREACH BY CUSTOMER OF ANY OF THE PROVISIONS OF THIS AGREEMENT, SPECIFICALLY INCLUDING CUSTOMER’S REPRESENTATIONS, STATEMENTS, AND PROMISES FOUND IN PARAGRAPH 3OF THIS AGREEMENT (“CUSTOMER RESPONSIBILITIES”).

4. Term: The term of this Agreement shall be as set forth in the Specific Terms attached hereto:  The one year plan shall be for a single term of twelve months.  The 90 day plan shall be for a single term of 90 days.  The 30 day plan shall be for a single-term of 30 days. Any other term period specified in the Specific Terms attached hereto shall be for a single term of that length of time. The Term of this Agreement shall commence upon the date of advertisement publication.

5. Termination:  This Agreement may be terminated by either party for any reason, upon thirty (30) days prior written notice on company letterhead via certified or overnight mail, subject to the terms and conditions set forth herein and paragraph 4. Notice for termination or cancellation of Services shall be effective as if received at the end of any 30-day period (the end of the month). MYTURF shall have the right to terminate this Agreement immediately and without notice in the event that Customer is found by an independent third party or governmental authority to be engaging in any unlawful, tortuous, or other activities, or any activities for which MYTURF or its customers, may be held liable or which causes or threatens to cause any damage to MYTURF’s business, reputation, customers, suppliers, vendors, or any other person or entity.  If MYTURF terminates Customer pursuant to a finding or judgment by an independent third party or a governmental authority, then Customer shall pay all sums due under the full term of this service agreement to MYTURF within fifteen (15) days of Termination.

6.  Refunds:  There are no refunds.  All payments to MYTURF are non-refundable. 

7.  Privacy/Assignment/ForceMajeure/Notice:  MYTURF does not presently sell or distribute private information regarding its customers to any third party, and uses all such information solely to the extent required to administer the Customer’s account. Customer is apprised that MYTURF’s privacy policies may change from time to time, and accordingly, Customer should regularly check MYTURF’s website for any updated privacy policies.  Customer shall not assign any of its right or obligations under this Agreement to any third party without MYTURF’s prior written approval. MYTURF shall have the right to assign its rights and obligations hereunder. MYTURF shall not be responsible for delays in, or failure to make delivery due to: (1) causes beyond its reasonable control, or (2) acts of Customer, (3) acts of civil or military unrest, strikes, labor disputes, earthquakes, epidemics, war, riot delays in transportation or (4) any other commercial impracticability.  In such event, MYTURF may, but shall be under no obligation to, purchase or supply services or products other than from its regular sources.

8. Miscellaneous: No Joint Venture: Nothing herein shall be construed to constitute a partnership or joint venture between MYTURF and Customer, and neither party shall become bound by a representation, act or omission of the other.  Waiver:  A waiver by either party of any breach or default by the other hereunder in any instance shall not be deemed or construed to be a waiver of the same or any other breach or default hereunder. Amendments and Integration:  No modification or amendment of this Agreement shall be binding unless in writing signed by the party to be charged.  This Agreement sets forth the entire understanding of the parties, and supersedes all prior oral or written agreements between them regarding the subject matter of this Agreement. Conflict and Severability:  If any conflict exists between any provision of this Agreement and any statute, law or ordinance, the latter shall prevail.  Any term of the Agreement that is or deemed unlawful, shall be ineffective only to the extent of such invalidity without rendering invalid the remaining terms of the Agreement. Governing Law and Jurisdiction:  This Agreement shall be construed in accordance with the laws of the State of Texas , without regard to conflict of laws provisions. The parties agree that all claims relating to or arising from this Agreement shall be brought and heard exclusively in the appropriate State of Federal Court sitting in the County of Travis , and each party consents to the exclusive venue of such court. Attorneys’ Fees and Costs:  In the event that one of the parties to this Agreement files a claim against the other relating or arising from this Agreement, or otherwise submits such claim for alternative dispute resolution with the other’s consent, the prevailing party (as determined by the Court or mediator/arbitrator) shall be entitled to recover all of its reasonable attorneys’ fees and costs incurred in connection with the dispute.