TERMS & CONDITIONS for RealPing LLC sales ...

RealPing LLC ('RealPing') and Purchaser agree as follows.

1. Services. The term 'Services' as used throughout this Agreement may include all services provided by or through RealPing.

2. Price and Payment. In consideration for the Services to be provided by RealPing, Purchaser will pay RealPing a monthly, quarterly, semi-annual or annual price (as established at time of purchase) for Services in accordance with the established prices and form of payment. Prices are subject to change without advance notice to Purchaser.  Purchaser's payments will not be considered late until ten (10) business days after the Invoice Due Date.  A $10.00 late fee shall be assessed for all payments received after the Grace Period. A service charge of $25.00 will be assessed for any returned check. Purchaser also agrees to pay any collection costs and attorneys' fees to collect past due accounts.  No refunds will be issued for partial periods of Services upon termination or cancellation of Services by either party, or for any other reason, except as noted at time of sale.

3. Service Term. All continuing services will automatically renew at the end of each term and the appropriate fee will be collected for those services at that time.  The minimum service term of this Agreement is determined by the period purchased at time of sale.  This Agreement shall automatically renew each time the period purchased is extended unless Purchaser or RealPing terminates this Agreement as expressly provided for herein and subject to Purchaser's payment obligations herein.

4. Cancellation by Purchaser.  If Purchaser desires to discontinue Services, Purchaser shall provide notice to RealPing seven (7) days prior to the requested cancellation date and shall continue to pay for Services until the expiration of the Service Term.

5. Suspension and Cancellation. RealPing may suspend Services under this Agreement upon (i) Purchaser's failure to pay any amounts invoiced hereunder; or (ii) RealPing's determination, in its reasonable discretion, that Purchaser has used the Services fraudulently, unlawfully or abusively, or (iii) Purchaser's credit is denied to RealPing on any periodic charge when Purchaser is paying on an automated basis. Purchaser expressly acknowledges that RealPing has the right to cancel any and all Services at any time, without prior notice or liability therefore, for conduct which RealPing, in its sole discretion, determines is in violation of this Agreement or is otherwise harmful to RealPing's interests or the interests of others. No suspension or cancellation of Services hereunder shall excuse Purchaser from its payment obligations hereunder.

6. Disclaimer of Warranties and Limitation of Liability and Indemnity.  Purchaser understands and agrees that (i) all services are provided 'as is' and 'as available', without warranty of any kind; (ii) RealPing does not warrant that any services will be received uncorrupted or uninterrupted or within a reasonable period of time; (iii) RealPing does not control, has no obligation to monitor and makes no warranty or representation regarding the information that may be received or disclosed while using the services; and (iv) while using the services, information that may be offensive and indecent may be received and RealPing cannot prevent such receipt. Purchaser further agrees that RealPing, its officers, directors, members, shareholders, employees, contractors, agents and their affiliated entities (collectively, the 'released parties') shall not be liable for any loss, liability, damage or expense (including attorneys' fees) directly or indirectly associated with or related to any claim, demand, action or cause of action (collectively, the “claims”) based on or arising out of this agreement and/or the services, even if such claim results from or is attributable to the negligence (but not the willful misconduct) of any of the released parties or any party for which any of the released parties may be responsible, and purchaser hereby releases each of the released parties there from. The aggregate maximum liability of any released party, whether in tort, contract or strict liability, shall not exceed the amount or prorated portion thereof that purchaser paid for the services. In no event shall RealPing be liable to purchaser for any indirect, special, incidental, punitive, consequential or incidental damages, even if RealPing has been advised of the possibility of such damages, including but not limited to, damages resulting from loss of access to services, loss of data, delays due to non-deliveries or interruptions in services regardless of the cause. Purchaser will indemnify and hold RealPing harmless against any state or local sales or use tax (including interest and penalties thereon) arising, directly or indirectly, from or in connection with any sale of services under this agreement, except and to the extent RealPing has already collected sales or use tax from purchaser on said sale. Purchaser warrants to RealPing that, unless RealPing has collected sales or use tax applicable to any sale under this agreement, purchaser will determine and remit such tax. Upon RealPing’s request, purchaser will produce all applicable records reflecting its payments of state sale or use tax on sales under this agreement.

7. Force Majeure. Neither party shall be considered in default of its obligations hereunder if performance of such obligations is prevented or delayed by acts of God or government, war, terrorism, riots, acts of civil disorder, labor disputes, failure or delay of transportation, or such other causes as are beyond such party's control (except the payment of money by Purchaser, which shall not be excused).

8. Notices. All notices given by any party or required under this Agreement shall be in writing and addressed to the relevant party at the addresses and facsimile numbers set forth in public record. Any such notice shall be deemed given when (i) deposited in the United States mail, first class postage prepaid,  (ii) sent by facsimile transmission, receipt confirmed, or (iii) sent by email with receipt acknowledged.

9. Assignment. Purchaser shall not assign or otherwise transfer its rights or obligations under this Agreement without the prior written consent of RealPing.  Any permitted assignment or transfer hereunder shall not relieve Purchaser of its obligations under this Agreement.

10. Governing Law and Jurisdiction. This Agreement shall be construed in accordance with and governed by the laws of the Commonwealth of Virginia. The parties hereto expressly agree and submit to the personal jurisdiction and venue of the court of York County, Virginia and the United States District Court of Virginia with respect to matters arising in connection with this Agreement.

11. Entire Agreement. This Agreement represents the complete Agreement and understanding of the parties with respect to the subject matter herein, and supersedes any other understanding, written or oral. This Agreement may be amended from time to time by written confirmation by RealPing which are hereby incorporated as amendments to this Agreement. The foregoing amendments may change the scope and nature of the Services and, accordingly, the amount of the payment due from Purchaser. All such amendments shall be subject to the terms and conditions of this Agreement.   If any provision of this Agreement is held by a court of competent jurisdiction to be contrary to law, the remaining provisions of this Agreement will continue in full force and effect.