Chapter I: Website Design and Implementation

1. This Chapter applies to Website Design and Implementation.

Specifications.

1. Client has determined to create or modify a website (the “Website” for purposes of this Chapter), and Team will plan, design, and code the Website for Client (the “Project Services”) as specified in the Order and below.

New – Design and Content. The Project Services will include both design and content for a customized Website. Team will base the design of the look-and-feel, layout, and functionality for the Website on an appropriate skin pack, which may predetermine a number of elements of the Website. Team will base the text content on research and competitive sites, as well as current search engine optimization principles. Client may provide content for inclusion on the Website, as well as guidance to the Team for the focus of the content. Client will provide graphic content such as logos and company specific images in an orderly manner and clearly labeled as desired for use on the Website.

New – Design / “Lorem Ipsum” Content. The Project Services will include design for a customized Website, using “Lorem ipsum” or filler text to illustrate the graphic and visual elements of the Website. Team will base the design of the look-and-feel, layout, and functionality for the Website on an appropriate skin pack, which may predetermine a number of elements of the Website. Except as stated in the preceding sentence, Team is not responsible for entering text content on the Website or creation of any content for the Website. Client will provide and enter the text content onto the Website. Client will also provide graphic content such as logos and company specific images in an orderly manner and clearly labeled as desired for use on the Website.

Conversion of Client’s Existing Website. The Project Services will include creation of the Website to have the same look and feel as the Client’s current website. Team will base the design of the look-and-feel, layout, and functionality for the Website on an appropriate skin pack, which may predetermine a number of elements of the Website. Team will base the text content on the text in the current website. Team is not responsible for creation of new content for the Website but may make improvements or updates as deemed appropriate in Team’s sole discretion for search engine optimization purposes. Client will provide graphic content such as logos and company specific images in an orderly manner and clearly labeled as desired for use on the Website.

2. The specifications and other details pertaining to the Website or this Agreement will include any “Special Provisions and Site Specifications” as set out in the Order.

3. Team will add MailChimp membership to allow Client to send up to send 12,000 emails to 2,000 subscribers for free.

4. Team will create one corporate email template for Client to use for Newsletter or Email Marketing.

5. Team will supply and install the basic DNN shopping cart on the Website.

6. Client is responsible for importing products into the shopping cart.

7. Team will import up to 500 products into the shopping cart. Importation will include the item name, description, price and the image URL which will be supplied by the Client.

8. Client is responsible to acquire rights to use the domain name and transfer any necessary rights to Team for delivery of the Project Services.

Web Design Process

9. The Website will utilize a DotNetNuke-type (“DNN”) content management platform, and Team will use standard skin packs or will design custom modules as included in the Price for the Website as set out on the Order. Team will provide a test server to enable Client to check the progress and give feedback during the Project Services. Feedback is important to the final result of the Website. A ticket system will be available for Client to make or suggest changes, correct errors, and point out bugs.

10. Team will complete one design of the Website with the opportunity for Client to make up to two rounds of revisions. If Client is dissatisfied with the design at this stage, Client will pay Team for the completed Project Services. Client may then either cancel this agreement or continue to engage the Team for further design revisions at the Additional Hourly Rate.

11. Team will supply all stock photographs, illustrations, and drawings (“Artwork”) using Fotolia.com or other stock resources for Artwork. Client will supply all other Artwork it requests for Website, subject to its right to use such Artwork. The license to use Artwork obtained from Fotolia.com or other stock source for Artwork will be no less than the authority to use the Artwork on the Website ONLY. Team does not provide a license that allows use of the Artwork in general advertising, and that is the responsibility of Client.

12. Client will provide any other images, photographs, or drawings it requests for the Website; provided at all times that Client owns the rights to such materials or has received permission to use them. See the Chapter on General Terms, Conditions, and Limitations of Liability. Client will pay Team at the “Add’l Hourly Web Design Rate” on the Order to search for appropriate photographs or other available artwork not originally provided by Team.

13. Deadlines work both ways. Team estimates 4 to 6 weeks for the Project Services (as defined in Terms and Conditions) for the Website as described in the attached Site Specification. Client will provide Team the materials needed to complete the Project Services, including text, images, and other information, as and when Team needs it, and in the format that Team requests. Client will review the product of the Project Services, provide feedback, and approve the product completed in a timely manner. Both parties are bound by deadlines that they set together.

14. Client will pay Team at the “Add’l Hourly Web Design Rate” on the Order for any original art work requested by Client. These services will be agreed to before the project is started. Team will give a “good faith” estimate, however Client will pay for the actual hours it took to complete the agreed to project. This total could be less or more than projected.

15. Team is not responsible for creating or writing any text copy unless otherwise specified. Client will pay Team at the “Add’l Hourly Web Design Rate” on the Order for copy writing or content input.

16. Team will move the Website to the Client’s domain URL (whether secured by Team or Client) when the Project Services have been completed and approved by Client, and Team has received full payment of the amounts due for Website Design and Implementation, unless other terms have been agreed in writing. Once the site is published and moved from the test URL to Client’s URL,

• the Project Services are complete for Website Design and Implementation;
• Client has full responsibility for the Website; and
• no refund or reduction in price will be contemplated.

Payment

17. Payment Client will pay the Web Design Deposit set out in the Order prior to Team beginning any Services.

18. Client will pay Team for the Project Services at the rates in the Order – including any Web Design Flat Rate, Web Design Hourly Rate, and Shopping Cart Rate – together with any Web Design Direct Expenses of the kind set out in the Order and any additional amounts charged under this Agreement.

19. Any fixed sum price includes only the plan, scope, and functionality for the Project as set out in the paragraphs under the title “Project Specifications. Any change from the original plan, scope, or functionality for the Website will be charged at the Add’l Web Design Hourly Rate on the Order or as otherwise agreed in writing on a Change Order specifying the changes.

20. Any unpaid amounts noted under the Web Design Pymt Plan on the Order, together with any additional charges that may have accrued during the Project, will be due when the Client has approved the Website and before the Website is transferred from the test server to the Client’s domain URL.

21. If Client cancels the Project for any reason or delays more than 90 days in responding to Team or providing Artwork or other content, Team will be deemed to have earned all amounts previously paid by Client and Client will not be entitled to any refund. In addition, Team will have no obligation to keep any files that have been created for the Website.

Performance Standards

22. The Website will operate on a DotNetNuke-type (“DNN”) server, will be dynamic, customizable and full-featured, and will respond to have the same look and feel across all fixed and mobile devices, such as desktop and laptop computers, tablets, and smartphones.

23. The Website will be functional in current versions of the web browsers published by Microsoft, Apple, Google, and Mozilla. The display of Website pages will be visually similar, although not necessarily identical, as in previous versions of the browsers published by these companies unless that company no longer supports the browser.

24. Team does not warrant that the Website will function on old or abandoned browsers, unless otherwise specified. Team will charge Client at the Additional Hourly Rate for any work done to optimize the Website or otherwise make it functional for such older or abandoned browsers if so requested by Client.

25. Team will repair “bugs” discovered after the Website has been approved and the Website transferred to Client’s URL, only under the following circumstances:

• The bug was part of the program when approved by Client and not created after approval;
• The bug is a malfunction of the module, and not a desired improvement; and
• The bug was not created by Client or by the end users of the Website.

26. The entire risk as to the quality and performance of the web pages and Website is with Client.

Rights, Title, and Licenses

27. Team has full title in and to the Website and all rights, including copyright, to all material created by Team relating to the Website.

28. Upon full and final payment of all compensation agreed or due for the Project Services, Team will assign to Client and Client will have the entire right, title, and interest in

• the graphics and other visual elements of the Website created by Team and
• text or other content created by Team, as well
• as text content, photographs and other data provided by Client,

subject to a license in perpetuity without royalty in favor of Team to allow it limited rights to continued use and reference as provided elsewhere in this Agreement. This license does not include any right ever to use any skin packs or other aspects of the DNN platform other than as authorized in other paragraphs of this Agreement.

29. Upon full and final payment for the Project Services, Team will provide Client a copy of all files for the Website pages, which Client should store safely, as Team is not required to keep them or provide any native source files that it used in making them. Team’s provision of these files indicates transfer of the rights, title, and interests specified in the preceding paragraph.

30. Standard DNN skin packs that may be used on the Website are licensed only for use on Team’s server. In the event that Client does not host the Website on Team’s server or ceases to host the Website on Team’s server, Team will assist Client at its request in obtaining a license for such DNN skin packs and will charge Client at the rates then in effect for any such license.

31. At all times, Team owns and, in relation to Client, has all right, title, and interest in the coding and other software necessary for the functionality of the Website, including any custom DNN modules used on the Website, and Team licenses it to Client for use only in connection with the Website. Among other things, Client has no right to use such coding and software for any purpose other than the Website and has no right to transfer any right in it to any other party.

32. To maintain Team’s portfolio credentials, and the integrity of any applicable copyrights, Team may place a credit with a hypertext link ("WebSite Design by www.GregMedia.com" or similar) in the footer on each page of the Website in a font size no larger than the smallest font on the page, or as otherwise agreed in writing. Team is also entitled to reproduce samples of Client’s Website for portfolio and marketing purposes.

Chapter II: Hosting and Site Management

Description

1. Team will provide hosting and site management on a DotNetNuke-type (“DNN”) server for Client’s website. These services are referenced in this Agreement as “Hosting and Site Management” or “Site Mgmt”, and Client’s website is referenced in this Chapter as the “Website”).

2.Team will have complete control of Client’s server where the Website exists. Client will have only administrative access to its Website.

Updates

3. Team will provide Client the support necessary to utilize the available features. Site Mgmt is ongoing, and Team will continue to work with Client until Client can manage the Website.

4. Team will also assist Client in updating the Website as requested by Client from time to time, but in no event does this include a redesign of the skin or a major overhaul. The Monthly Site Mgmt Rate on the Order includes the number of hours per month noted in the Order for Site Mgmt Updates. All hours are on a non-cumulative basis and cannot be accrued to a succeeding month if not used. Any assistance beyond the included hours will be charged at the Add’l Site Mgmt Hourly Rate on the Order.

Training and Client Control of Website

5. Team will provide training to Client on how to manage the Website. Team will provide Client the number of training sessions and time for each session as indicated on the Order for Training and Client Control of Website. Training sessions will cover the topics necessary to manage and run the Website, including Content Management with DNN7, as well as all modules both custom and pre-existing that have been installed on the Website by Team.

Payment and Term

6. Client will pay Team in advance for Site Mgmt at the Monthly Site Mgmt Rate set out in the Order, together with any additional amounts charged in accord with this Agreement.

7. Additional Services not listed herein or in Proposal will be charged at the Add’l Site Mgmt Hourly Rate set out on the Order or as otherwise agreed in writing.

8. The Initial Term for Site Mgmt is set out under Initial Site Mgmt Term on the Order.

9. At the expiration of the Initial Site Mgmt Term, the Term for Site Mgmt will continue month-to-month until the first day of a calendar month that is at least 45 days after a party gives the other party notice of termination of Site Mgmt.

10. At all times, Team owns and, in relation to Client, has all right, title, and interest in the coding and other software necessary for the functionality of the Website, and Team licenses it to Client for use only in connection with the Website. Among other things, Client has no right to use such coding and software for any purpose other than the Website and has no right to transfer any right in it to any other party.

11. Team is entitled to hold onto the Website files until Client has fully and finally paid all amounts due for Site Mgmt. Upon full and final payment for Site Mgmt at the end of any Site Mgmt Term, Team will provide Client a copy of all files for the Website pages, which Client should store safely, as Team is not required to keep them or provide any native source files that it used in making them.

Chapter III: General Terms, Conditions, and Limitations of Liability

General

1. Invalidity. The offer in this document must be accepted within 30 days of date on the contract, and be accompanied by a deposit check of the amount specified above. Otherwise, this Agreement is not valid.

2. Definitions. Except as otherwise indicated, defined terms are shown inside quotation marks in parentheses and apply throughout this Agreement, in addition to the terms used in the Order and as applied and used in this Agreement.

3. Subcontractors. The members of the Team for delivery of any of the Services to be provided under this Agreement may include subcontractors who are qualified to render the particular service.

4. Payments. Team will provide to Client a monthly invoice for all Services under this Agreement. All amounts are due upon receipt of an invoice and payment shall be received by Team within 5 days of delivery of an invoice, except as otherwise agreed in writing by Team.

5. Deposits. One or more of the Services may require an advance deposit, which Team will hold until the end of the term of the Agreement for the particular Service.

6. Electronic Payments. Client authorizes Team to charge a credit or debit card provided by Client or the individual entering into this Agreement on behalf of Client for invoiced amounts as they become due and payable.

If Client elects to pay by credit or debit card, the signature of Client on this Agreement, as well as the signature of the Cardholder, is sufficient to authorize Team to charge the credit or debit card identified above for each month or other period for the amount then due. The authorization will remain in effect until revoked in writing by Client or by the Cardholder with a 30-day notice to Team.

7. Dispute over Charges. If Client disputes a charge for Services rendered, Client shall timely pay the amount not in dispute. The parties will seek in good faith to resolve the dispute as soon as possible.

8. Default in Timely Payment. If Client defaults in timely payment of invoiced amounts and continues in default for a period of 5 days after notice of default from Team, which may be given by email, Team may terminate its provisions of Services under this Agreement and recover for all past due amounts, together with the balance of payments due for any remaining term of the Agreement. Team may also recover interest on said outstanding balances until paid at the rate of 10% per annum, except that interest contracted for, charged, or received will never exceed the amount authorized by law.

Client acknowledges that it is solely responsible for all advertising fees under any of the SEO, SEM, SNM, BSNM, Call Tracking, and Directory Fill-In Services and that it must maintain adequate funds in any third-party accounts in order to maintain inclusion in these resources.

9. Renewals and Termination. Upon expiration of the any term for SEO, SNM, or BSNM Services, the agreement for such Service will renew for the same length of time as the initial term for such Service; provided, however, that either Party may finally terminate the Agreement at the end of a term by notifying the other Party of its intent to terminate at least 60 days prior to the end of the term. Team may also give notice to Client of a price increase for the SEO, SNM, or BSNM Service by notifying Client at least 60 days prior to the planned increase, in which event Client may notify Team of its intent to terminate the Agreement for that Service at least 45 days before the end of the term.

10. Confidentiality. Team will maintain the confidentiality of Client’s source materials, technical and marketing plans, and other information that Client identifies to Team as confidential. During the term of this Agreement and for 1 year afterward, Team will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Team uses to protect its own confidential information from unauthorized disclosure.
Confidential information,however, does not include information that:

• Team knew before Client disclosed it;
• Is or becomes public knowledge through no fault of Team;
• Team obtains from sources other than Client, which sources owe no duty of confidentiality to Client; or.
• Team independently develops.

11. Intellectual Property Issues. Except as to material actually furnished by Client for a Website or for SEO, SEM, SNM, or BSNM Services, Team owns all rights, including intellectual property rights, in the product of its Services. Each Chapter contains specific provisions as to ownership of various rights, including rights to intellectual property and to the transfer of such rights upon payments to Team. The specific provisions with respect to each type of service control over this paragraph in the event of any conflict.

In any event, regardless of any transfer of rights to Client, Team retains a license in perpetuity and without royalty to maintain a record of its work on behalf of Client and to use any such work in a derivative manner, all without violation of any Confidentiality provisions of this Agreement. Specifically, but not to limit the foregoing license, Client grants to Team the right to use its work in producing any marketing campaign for promotional purposes or to cross-link it with other advertising developed by Team, as well as the right to list, reference or otherwise identify Client as a client of Team in Team’s advertising and marketing.

12. Breach of Security. Client is responsible for maintenance of security for all login credentials or other access information for its Website, any of its accounts, pages, or profiles for Social Media Sites or LinkedIn, or into information regarding Call Tracking. Client will notify Team as soon as practicable regarding a known or suspected malicious hack into or unauthorized use of Client’s Website, any of its accounts, pages, or profiles for Social Media Sites or LinkedIn, or into information regarding Call Tracking.

13. Force Majeure. In the event that performance under this Agreement becomes impossible or impracticable for any reason other than Client’s inability to pay amounts as they become due, the Party who is affected by the condition may without liability suspend performance by notifying the other Party of the events giving rise to the condition. The affected Party will take all action available to it to remove the condition preventing performance. If the condition leading to suspension is not removed within 15 days, the other Party may terminate this Agreement without further liability.

14. Authority. The individual entering into this Agreement on behalf of Client is fully authorized to do so on Client’s behalf.

15. Entire Agreement. Team has made no representations or guarantees concerning the results of any of the Services to be rendered under this Agreement. In addition, this Agreement constitutes the sole and only agreement of Team and Client relating to the subject matters set out in this Agreement and supersedes any prior understandings, written or oral agreements between Team and Client relating to the subject matters of this Agreement. This Agreement may also be amended by agreed change orders, which terms shall become part of this contract.

16. Amendment. Any amendment to this Agreement must be in writing signed or approved by the party against whom the amendment is sought to be enforced.

Any amendment or other written agreement to a change any provision of this Agreement may be shown by email correspondence in addition to other methods showing such an amendment or written agreement.

17. No Waiver. The failure of a Party to require performance by the other Party of any provision of this Agreement shall not affect the full right to require such performance at any time thereafter; nor shall the waiver by either Party of a breach of any provision be taken or held to be a waiver of the provision itself.

18. Severability. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

19. Dispute Resolution. Any dispute arising in connection with this Agreement shall be resolved by filing suit in a court of competent jurisdiction in Fort Bend County, Texas (or a federal court whose jurisdiction covers that county). Both Parties waive the right to a jury trial of any and all issues between them.

Warranty Issues, Limitations of Liability and Remedies, and Client Indemnities

20. Team makes no express warranties unless specifically set forth in the Agreement in the Chapter pertaining to the particular services provided. Otherwise, TEAM’s SERVICES ARE PROVIDED "AS IS" TO THE FULLEST EXTENT PERMITTED BY LAW.

21. TEAM SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, TITLE, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE AND WARRANTIES RELATED TO THIRD PARTY EQUIPMENT, MATERIAL, SERVICES OR SOFTWARE.

22. Without limiting the effect of the foregoing disclaimers, Team specifically does not warrant

• that a Website that it designs or implements for Client will meet Client's requirements;
• that the operation of the pages of the Website will be uninterrupted or error-free;
• any particular the uptime or run time for the Website; provided, however, if downtime for the Website exceeds 6 hours per month, Client may cancel the Hosting Services under this Agreement with no further liability on Team;
• that the keywords used in SEO or SEM Services, if any, will be effective to achieve any particular result;
• that the SEM or SEO Services, if any, will be effective to achieve a particular ranking or page position in any particular search engine;
• that any of the SEM, SEO, SNM, BSNM, Call Tracking, or Directory Fill-In Services (collectively the “Marketing Services”) will be effective to result in increased business for Client;
• that Call Tracking Services will result in any useful information regarding the effectiveness of a particular marketing channel.

23. Team will have no responsibility for any third party disrupting, intruding or otherwise copying files in part or in whole on all or any part of the work performed for Client, and Team is not responsible for any down time, lost files, improper links, or any other loss that may occur in the operation of any marketing campaign under this Agreement.

24. Client further acknowledges that Team has no control over and is not responsible for any of the following:

• Team has no responsibility for policies of website hosting service, PPC Advertising Networks, third-party search engines, directories or other web sites (“Third-Party Resources”) that Team may submit to with respect to the classification or type of content it accepts, whether now or in the future.
• Policies by any website hosting company as to websites that they will accept for hosting now or in the future.
• Actions that any of the Third Party Resources may take with respect to Client’s Website now or in the future.
• Policies of search engines with respect to the type of websites or content that they accept now or in the future.
• Policies of search engines with respect to how websites or their content are evaluated for ranking purposes.
• Any change or overwriting made by Client to the results of any of Team’s Marketing Services.
• Any changes made by Client or any third party to the Website, any SMS, or BSMS.
• Policies or actions by any SMS or BSMS as to the content that will be accepted.
• Client’s Website or content may be excluded or banned from any Third-Party Resource at any time. Client agrees not to hold RMG responsible for any liability or actions taken by Third-Party Resources under this Agreement.
• Client acknowledges that the nature of many of the resources Team may employ with respect to any of the Marketing Services under this Agreement are competitive in nature and that the effectiveness of any of them may change without notice to Team or Client. Nevertheless, Team will use its best efforts to inform Client of changes of policies of Third Party Resources that may affect any of the Marketing Services.
• Team does not guarantee position, consistent positioning, or specific placement for any particular PPC keyword, phrase or search term. Client acknowledges that Team’s past performance is not indicative of any future results Client may experience.
• PPC Advertising may be subject to the individual advertising network’s policies and procedures. Each edit or change made to any resources employed by Team may repeat these inclusion times.
• Client acknowledges that any of the Third Party Resources may block, prevent or otherwise stop accepting submissions for an indefinite period of time.
• Client acknowledges that any of the Third Party Resources may drop listings from its database for no apparent or predictable reason.

25. EXCLUSION OF CERTAIN TYPES OF DAMAGES: IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER, WHETHER IN CONTRACT, WARRANTY, OR TORT (INCLUDING NEGLIGENCE OR STRICT LIABILITY) AND WHETHER DIRECT OR INDIRECT,

• FOR LOSS OF SALES, BUSINESS, ANTICIPATED PROFITS, REVENUES, GOODWILL; OR
• FOR LOSS BY REASON OF WORK STOPPAGE, SHUTDOWN, DELAYS, COMPUTER MALFUNCTION, LOST DATA, OR INCREASED COST OF OPERATION,
• OR FOR ANY INCIDENTAL OR CONSEQUENTIAL DAMAGES,

WHETHER OR NOT ANY SUCH DAMAGES MIGHT HAVE BEEN FORESEEABLE AS OF THE DATE OF THIS AGREEMENT.

26. LIMITATION OF LIABILITY: UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, WHETHER IN TORT, CONTRACT, WARRANTY, OR OTHERWISE, WILL TEAM BE LIABLE TO CLIENT FOR ANY DAMAGES, COSTS, OR LIABILITIES WHATSOEVER IN EXCESS OF THE AMOUNTS PAID BY CLIENT DURING THE SIX MONTHS PRECEDING THE INCIDENT OR CLAIM.

27. SOLE REMEDY: CLIENT’S SOLE REMEDY WHETHER IN CONTRACT, TORT, WARRANTY, OR OTHERWISE FOR ANY BREACH BY TEAM IN CONNECTION WITH THIS AGREEMENT IS ONE OF THE FOLLOWING:

• CANCELLATION OF THE AGREEMENT; OR
• REPAIR OPPORTUNITIES AS SPECIFICALLY SET OUT IN THIS AGREEMENT; OR
• DAMAGES AS SET OUT IN THE LIMITATION OF LIABILITY PARAGRAPH.

28. CLIENT INDEMNITIES TO TEAM: Client represents as follows:

• That Client is solelyresponsible for the content of the material included on the Website; and
• That Client owns each and every element of text, graphics, photos, designs, trademarks, or other artwork furnished to Team for inclusion on the Website or in any Social Network Marketing or Business Social Network Marketing Services, or that Client otherwise has permission from the rightful owner to use such element as it is being used under this Agreement.

Client will defend, indemnify, and hold Team and its subcontractors, as well as their officers, directors, employees, and representatives, harmless from any suit, demand, or claim resulting from any claim asserted by any third party with respect to

• the content of any material on the Website or
• the use of any element furnished by Client for use on the Website or in any Social Network Marketing or in any Business Social Network Marketing Services.

29. THE CALLTRACKINGMETRICS SERVICES ARE NOT INTENDED TO SUPPORT OR CARRY EMERGENCY CALLS TO ANY EMERGENCY SERVICES. NEITHER CALLTRACKINGMETRICS NOR ITS REPRESENTATIVES WILL BE LIABLE UNDER ANY LEGAL OR EQUITABLE THEORY FOR ANY CLAIM, DAMAGE, OR LOSS (AND CUSTOMER WILL HOLD CALLTRACKINGMETRICS HARMLESS AGAINST ANY AND ALL SUCH CLAIMS) ARISING FROM OR RELATING TO THE INABILITY TO USE THE CALLTRACKINGMETRICS SERVICES TO CONTACT EMERGENCY SERVICES.

30. The provisions of this Agreement allocate the risks under this agreement between the Parties, and the Parties have relied on the limitations set forth herein in determining whether to enter into this Agreement.