WordPress Maintenance Program Terms and Conditions

FAQs

Can I get multiple websites maintained?

Of course, you can get as many websites as you’d like maintained. Our pricing plans cover one website. For example, if you have multiple websites on subdomains, acorn30.com, and blog.acorn30.com, they count as two separate websites.

Is it possible to get phone support?

We currently only offer email support. It wouldn’t be possible to have as low prices as we do with phone support.

Does it matter what hosting company I’m using?

It doesn’t matter to us which hosting service you’re using. If you’re tired of your hosting service, then we’ll happily help you migrate to a new one.

How do your WordPress update services work?

Our team handles your themes, plugin, and WordPress core updates manually during low-traffic hours. It’s done monthly. We always have backups ready if anything goes wrong to ensure you don’t have any downtime.

What type of website edits are included in the Business Maintenance Program?

Edits do include edits to content on any page, changing banners, headers or footers, changing plugin settings, CSS adjustments, blog content or context edits. We do not include custom development (PHP, plugins, themes, etc), updating custom code, graphic design, PSD to WordPress, creation of content or building out a new website or subdomain.

Will you fix my website if it goes down?

With our 24/7 Uptime Monitoring you and our team will be alerted to any outages. We will work to restore your website from the most recent backup that we have on file. At times, for reasons beyond our control your website or hosting will require additional work to fix the problem that caused the outage. In this case, our team will provide you with recommendations and a quote for this additional work.

Business Care Program $150/m

Monthly Cloud Backups
Monthly Plugin, Theme and Core File Updates
Monthly Reporting
24/7 Uptime Monitoring

Business Maintenance Program $225/m

All Features in Business Care Program
3 Website Edits Monthly

Business Maintenance Plus Program $300/m

All Features in the Business Maintenance Program
5 Website Edits
Guaranteed 24 hour turnaround time

This website maintenance agreement is between , (the “Provider”), and , (the “Owner”).

The Provider is engaged in the business of maintaining and updating websites to keep them current.

The Owner wishes to engage the Provider to provide, and the Provider wishes to provide, maintenance services to the Owner’s website (the “Website”) to keep it up to date and functional.

The parties therefore agree as follows:

ENGAGEMENT; SERVICES.

(a) Engagement. The Owner retains the Provider to provide, and the Provider shall provide, the services described below, in connection with the maintenance of the Website (the “Services”).

(b) Services. The Provider shall:

(i) monitor the overall performance of the Website for functionality on a basis;

(ii) maintain compatibility with other websites as may be designated by the Owner from time to time, including ;

(iii) procure any equipment, products, or third-party services required to maintain, repair, and update the Website. The Owner shall reimburse the Provider for its actual out-of-pocket cost, without any mark-up, for the purchase of that equipment, products, or third-party services and the Provider will obtain the prior consent of the Owner for any purchase to be made by the Provider of more than . However, the Owner is not obligated to reimburse the Provider for any portion of services purchased by the Provider that extend beyond the termination of this agreement;

(iv) perform any corrective maintenance services or repairs reasonably necessary to maintain the operation of the Website;

(v) maintain a current back-up copy of the Website and archive any files submitted by the Owner in secure locations suitable for those materials;

(vi) at the request of the Owner, make available at cost any software tools necessary for the Owner to update the Website directly, provided that the Owner will be responsible for all third-party license and storage fees;

(vii) monitor the overall performance of the Website for functionality, and maintain the Website;

(viii) provide the following reports on a monthly basis: backup confirmation, updated plugins, confirmation of any theme or core updates that take place, completion of requested website edits;

(ix) provide minor updates to the Website;

(x) devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner;

(xi) perform the Services in a workmanlike manner and with professional diligence and skill;

(xii) provide Services that are satisfactory and acceptable to the Owner and take every step to ensure the Website remains functional and operating;

(xiii) maintain password secrecy and notify the Owner immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised

(i) cooperate with the Provider to enable the Provider to ensure the Website remains functional and up to date;

(ii) provide initial information and supply all materials comprising the then-current Website within 7 days of the Effective Date;

(iii) monitor the content of the Website for items that need to be corrected or updated and provide those updates or corrections to the Provider as detailed in section 6;

(iv) maintain password secrecy and notify the Provider immediately of any loss or theft of passwords or if the confidentiality of any password has been compromised

(d) Exclusions. The Provider is not responsible for the creation, design, development, or hosting of the Website. Accordingly, the following work is expressly excluded from the Services: modifications to the website code or theme files, creation of new website assets or content, development of new website pages.

COMPENSATION.

(a) Flat Fee. The Owner shall pay annually as agreed for the Services (the “Maintenance Fee”).

(b) Additional Services. Any revisions, additions, or redesigns requested by the Owner that are not specified in this agreement will be considered “additional” and require separate agreement and payment. The Provider shall notify the Owner about any requested services that constitute additional services.

(c) Schedule. The Provider shall direct bill to the credit card provided the Owner the Maintenance Fee on a monthly basis.

(d) Additional Maintenance. Fees. Additional maintenance work requested or authorized by the Owner that falls outside the scope of the Services will be billed to the Owner (the “Additional Maintenance Fee”).

(e) Reimbursement. The Provider will invoice the Owner for any reimbursements of actual out-of-pocket costs permitted prior to delivery or acquisition. The Owner will own any equipment or products for which the Owner reimburses the Provider.

TERM.

(a) Term. This agreement will become effective as described in section 20 and continue for an initial term of One (1) year (the “Term”). Unless either party gives written notice to the other at least days before the end of the Term, this agreement will renew automatically for an additional One-year term. This automatic extension will continue to apply at the end of each extended period until the agreement is terminated.

(b) Termination Procedures. This agreement may be terminated:

(i) by either party, on provision of 30 days’ written notice before the end of a Term;

(ii) by either party for a material breach of any provision of this agreement by the other party, if the other party’s material breach is not cured within days of receipt of written notice.

(c) Effects of Termination. After the termination of this agreement, all licenses granted under this agreement will terminate unless they are expressly stated as surviving. The Owner shall promptly pay the Provider any outstanding amounts owed to the Provider for services rendered before the effective date of the termination. The Provider shall return to the Owner, at no cost, all materials and information the Owner has provided to the Provider in connection with this agreement, including a complete electronic copy of the then-current Website, no later than 5 days after the Termination Date.

CONFIDENTIAL INFORMATION.

(a) Definition. “Confidential Information” means this agreement and all nonpublic information of the Owner, in whatever form, pertaining to the business of the Owner, including information relating to the Owner’s finances, customer records, and information, and all associated documentation and materials that the designates as being confidential when disclosing it to the Provider or that, under the circumstances of disclosure, ought to be treated as confidential by the Provider. Confidential Information also includes any information relating to the Owner’s parent, subsidiaries, and affiliates. Confidential Information does not include information or data that is:

(i) known to the Provider before its disclosure by the Owner without an obligation of confidentiality under another agreement;

(ii) independently developed by the Provider without use of any Confidential Information;

(iii) in the public domain when the Provider seeks to disclose or make use of it, other than as a result of disclosure by the Provider; or

(iv) received by the Provider from a third party with a legal or contractual right to disclose that information or data.

(b) Disclosure. The Provider shall not use or disclose the Confidential Information of the Owner except in connection with the exercise of its rights or the performance of its obligations under this agreement. The Provider shall not disclose Confidential Information of the Owner to any person other than its employees, agents, or independent contractors who have a need to know it in connection with this agreement, and who are under obligations of confidentiality substantially similar to this section. The Provider shall protect the confidentiality of the Confidential Information of the Owner in the same manner that it protects the confidentiality of its own proprietary and confidential information, but in any case with reasonable care. All Confidential Information made available under this agreement, including copies, shall be returned or destroyed by the Provider, and certified as having been returned or destroyed, promptly after the termination of this agreement.

(c) Exceptions. The Provider will not be in violation of this section if it discloses Confidential Information that is required to be disclosed because of a valid order by a court or other governmental body or by applicable law or by the rules of any nationally recognized stock exchange. However, under these circumstances, the Provider shall notify the Owner in writing of that disclosure to permit the Owner to seek confidential treatment of that information.

EDIT REQUESTS.

(a) Procedure for Request. The Owner shall submit all requests for maintenance (each, an “Owner Edit Request”) to the Provider via email. An Owner Edit Request shall:

(i) provide the Provider with clear and specific instructions;

(ii) be reasonable in nature; and

(iii) be within the scope of the Services.

All materials transferred to the Provider in connection with an Owner Maintenance Request must be in acceptable format, which shall be limited to the following: text, PDF, PNG, JPG, MP4, MOV and URL.

(b) Review and Inspection. The Provider shall promptly notify the Owner when the work required under an Owner Maintenance Request is complete so that the Owner can review that work to ensure its accuracy. The Owner shall notify the Provider of any errors, omissions, and other issues via email or telephone as soon as practicable following discovery. The Provider shall use its best efforts to resolve any errors, omissions, and issues as quickly as possible.

(c) Timing. The Provider shall make all edits to the Website within 24 hours from the time that Owner Edit Request is received. Any Owner Edit Request submitted by the Owner after 4:00 p.m. Eastern Time or on Saturday, Sunday, or federal holidays will be deemed received on the next business day. If the work to be performed under any Owner Edit Request cannot be performed within the Edit Time, the Provider shall notify the Owner immediately.

WEBSITE PROBLEMS; SECURITY.

(a) Minimize Disruption. The Provider shall use commercially reasonable efforts to minimize disruption of the Website and to schedule Website maintenance in accordance with this agreement.

(b) Problems. If there is a problem with the Website, the Provider shall provide the following levels of support:

(i) Urgent Problem. If the Website suffers from an urgent problem, including the Website becoming unusable, the Provider understands that time is of the essence and will use best efforts to correct the problem as soon as possible. The Provider shall continue to update the Owner of the status of the problem until the problem is resolved, at which time, the Provider will immediately notify the Owner that the problem has been corrected.

If the Provider becomes aware of an urgent problem before the Owner, the Provider shall immediately notify the Owner of that problem.

(ii) Nonurgent Problem. If the Website suffers from a non-urgent problem, the Provider understands that time is of the essence and will use best efforts to correct the problem as soon as possible. The Provider will continue to update the Owner of the status of the problem until the problem is resolved, at which time, the Provider will promptly notify the Owner during normal business hours that the problem has been corrected. If the Provider becomes aware of a non-urgent problem before the Owner becomes aware of it, the Provider shall notify the Owner during normal business hours of such problem.

(d) Security. The Provider must take commercially reasonable steps to prevent unauthorized access to the Website and any of the Owner’s Confidential Information, including any data collected on the Website.

NATURE OF RELATIONSHIP.

The relationship of the parties under this agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party’s behalf, and neither party may take any action that creates the appearance of such authority.

NO CONFLICT OF INTEREST; OTHER ACTIVITIES

During the Term, the Provider may engage in other website maintenance activities, except that the Provider may not accept work, enter into contracts, or accept obligations inconsistent or incompatible with the Provider’s obligations or the scope of Services to be rendered for the Owner under this agreement.

INDEMNIFICATION.

(a) Of Owner by Provider. At all times after the effective date of this agreement, the Provider shall indemnify the Owner against any award, charge, claim, compensatory damages, cost, damages, exemplary damages, diminution in value, expense, fee, fine, interest, judgment, liability, settlement payment, penalty, or other loss (a “Loss”) or any attorney’s or other professional’s fee and disbursement, court filing fee, court cost, arbitration fee, arbitration cost, witness fee, and each other fee and cost of investigating and defending or asserting a claim for indemnification (a “Litigation Expense”) arising out of:

(i) the Provider’s gross negligence or willful misconduct arising from the Provider’s carrying out of its obligations under this agreement; or

(ii) the Provider’s breach of any of its obligations or representations under this agreement.

(b) Of Provider by Owner. The Owner shall at all times indemnify the Provider against a Loss or Litigation Expense caused by any breach of any of the representations or agreements made by the Owner under this agreement.

INTELLECTUAL PROPERTY.

(a) No Intellectual Property Infringement by Provider. The Provider represents that the use and proposed use of any software, programs, or applications to maintain, repair, or update the Website does not and shall not infringe, and the Provider has not received any notice, complaint, threat, or claim alleging infringement of, any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, programs, or applications used to maintain, repair, or update the Website infringe on the rights of a third party, the Provider shall obtain a license or consent from that party permitting the use of those items.

(b) No Intellectual Property Infringement by Owner. The Owner represents to the Provider and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Owner, or that the Owner has permission from the rightful owner to use each of these elements, and will indemnify the Provider and its subcontractors against any liability, including any claim or suit, threatened or actual, arising from the use of those elements furnished by the Owner. The Owner further represents to the Provider that its domain names and URL listing do not infringe, dilute, or otherwise violate third-party rights or trademarks.

(c) Owner Property Rights. All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are the property of the Owner and the Provider has no ownership rights or other intellectual property rights to those items.

GOVERNING LAW.

(a) Choice of Law. The laws of the province of Ontario govern this agreement (without giving effect to its conflicts of law principles).

(b) Choice of Forum. Both parties consent to the personal jurisdiction of the province and federal courts in Canada.

AMENDMENTS.

No amendment to this agreement will be effective unless it is in writing and signed by a party.

ASSIGNMENT

(a) No Assignment. Neither party may assign any of its rights under this agreement, except with the prior written consent of the other party. All voluntary assignments of rights are limited by this subsection.

(b) Enforceability of an Assignment. If a purported assignment is made in violation of this section, it is void.

COUNTERPARTS; ELECTRONIC SIGNATURES.

(a) Counterparts. The parties may execute this agreement in any number of counterparts, each of which is an original but all of which constitute one and the same instrument.

(b) Electronic Signatures. This agreement, agreements ancillary to this agreement, and related documents entered into in connection with this agreement are signed when a party’s signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures.

SEVERABILITY.

If any one or more of the provisions contained in this agreement is, for any reason, held to be invalid, illegal, or unenforceable in any respect, that invalidity, illegality, or unenforceability will not affect any other provisions of this agreement, but this agreement will be construed as if those invalid, illegal, or unenforceable provisions had never been contained in it, unless the deletion of those provisions would result in such a material change so as to cause completion of the transactions contemplated by this agreement to be unreasonable.

NOTICES.

(a) Writing; Permitted Delivery Methods. Each party giving or making any notice, request, demand, or other communication required or permitted by this agreement shall give that notice in writing and use one of the following types of delivery, each of which is a writing for purposes of this agreement: email.

(b) Addresses. A party shall address notices under this section to a party at the following addresses:

If to the Provider:

wordpress@acorn30.com

If to the Owner:

The billing email account information that is on file

(c) Effectiveness. A notice is effective only if the party giving notice complies with subsections (a) and (b) and if the recipient receives the notice.

WAIVER.

No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this agreement will be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy will be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, and no waiver will constitute a continuing waiver, unless the writing so specifies.

ENTIRE AGREEMENT.

This agreement constitutes the final agreement of the parties. It is the complete and exclusive expression of the parties’ agreement about the subject matter of this agreement. All prior and contemporaneous communications, negotiations, and agreements between the parties relating to the subject matter of this agreement are expressly merged into and superseded by this agreement. The provisions of this agreement may not be explained, supplemented, or qualified by evidence of trade usage or a prior course of dealings. Neither party was induced to enter this agreement by, and neither party is relying on, any statement, representation, warranty, or agreement of the other party except those set forth expressly in this agreement. Except as set forth expressly in this agreement, there are no conditions precedent to this agreement’s effectiveness.

HEADINGS.

The descriptive headings of the sections and subsections of this agreement are for convenience only, and do not affect this agreement’s construction or interpretation.

EFFECTIVENESS.

This agreement will become effective when all parties have signed it. The date this agreement is signed by the last party to sign it (as indicated by the date associated with that party’s signature) will be deemed the date of this agreement.

NECESSARY ACTS; FURTHER ASSURANCES.

Each party shall use all reasonable efforts to take, or cause to be taken, all actions necessary or desirable to consummate and make effective the transactions this agreement contemplates or to evidence or carry out the intent and purposes of this agreement.

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acorn30 Website Terms of Use

AGREEMENT BETWEEN USER AND Acorn Media Holdings Incorporated

The Acorn Media Holdings Incorporated Web Site consists of various Web pages operated by Acorn Media Holdings Incorporated.

The Acorn Media Holdings Incorporated Web Site is offered to you conditioned on your acceptance without modification of the terms, conditions, and notices contained herein. Your use of the Acorn Media Holdings Incorporated Web Site constitutes your agreement to all such terms, conditions, and notices.

MODIFICATION OF THESE TERMS OF USE

Acorn Media Holdings Incorporated reserves the right to change the terms, conditions, and notices under which the Acorn Media Holdings Incorporated Web Site is offered, including but not limited to the charges associated with the use of the Acorn Media Holdings Incorporated Web Site.

LINKS TO THIRD PARTY SITES

The Acorn Media Holdings Incorporated Web Site may contain links to other Websites (“Linked Sites”). The Linked Sites are not under the control of Acorn Media Holdings Incorporated and Acorn Media Holdings Incorporated is not responsible for the contents of any Linked Site, including without limitation any link contained in a Linked Site, or any changes or updates to a Linked Site. Acorn Media Holdings Incorporated is not responsible for webcasting or any other form of transmission received from any Linked Site. Acorn Media Holdings Incorporated is providing these links to you only as a convenience, and the inclusion of any link does not imply endorsement by Acorn Media Holdings Incorporated of the site or any association with its operators.

NO UNLAWFUL OR PROHIBITED USE

As a condition of your use of the Acorn Media Holdings Incorporated Web Site, you warrant to Acorn Media Holdings Incorporated that you will not use the Acorn Media Holdings Incorporated Web Site for any purpose that is unlawful or prohibited by these terms, conditions, and notices. You may not use the Acorn Media Holdings Incorporated Web Site in any manner which could damage, disable, overburden, or impair the Acorn Media Holdings Incorporated Web Site or interfere with any other party’s use and enjoyment of the Acorn Media Holdings Incorporated Web Site. You may not obtain or attempt to obtain any materials or information through any means not intentionally made available or provided for through the Acorn Media Holdings Incorporated Web Sites.

USE OF COMMUNICATION SERVICES

The Acorn Media Holdings Incorporated Web Site may contain bulletin board services, chat areas, news groups, forums, communities, personal web pages, calendars, and/or other message or communication facilities designed to enable you to communicate with the public at large or with a group (collectively, “Communication Services”), you agree to use the Communication Services only to post, send and receive messages and material that are proper and related to the particular Communication Service. By way of example, and not as a limitation, you agree that when using a Communication Service, you will not:

Defame, abuse, harass, stalk, threaten or otherwise violate the legal rights (such as rights of privacy and publicity) of others.
Publish, post, upload, distribute or disseminate any inappropriate, profane, defamatory, infringing, obscene, indecent or unlawful topic, name, material or information.
Upload files that contain software or other material protected by intellectual property laws (or by rights of privacy of publicity) unless you own or control the rights thereto or have received all necessary consents.
Upload files that contain viruses, corrupted files, or any other similar software or programs that may damage the operation of another’s computer.
Advertise or offer to sell or buy any goods or services for any business purpose, unless such Communication Service specifically allows such messages.
Conduct or forward surveys, contests, pyramid schemes or chain letters.
Download any file posted by another user of a Communication Service that you know, or reasonably should know, cannot be legally distributed in such manner.
Falsify or delete any author attributions, legal or other proper notices or proprietary designations or labels of the origin or source of software or other material contained in a file that is uploaded.
Restrict or inhibit any other user from using and enjoying the Communication Services.
Violate any code of conduct or other guidelines which may be applicable for any particular Communication Service.
Harvest or otherwise collect information about others, including e-mail addresses, without their consent.
Violate any applicable laws or regulations.

Acorn Media Holdings Incorporated has no obligation to monitor the Communication Services. However, Acorn Media Holdings Incorporated reserves the right to review materials posted to a Communication Service and to remove any materials in its sole discretion. Acorn Media Holdings Incorporated reserves the right to terminate your access to any or all of the Communication Services at any time without notice for any reason whatsoever.

Acorn Media Holdings Incorporated reserves the right at all times to disclose any information as necessary to satisfy any applicable law, regulation, legal process or governmental request, or to edit, refuse to post or to remove any information or materials, in whole or in part, in Acorn Media Holdings Incorporated ‘s sole discretion.

Always use caution when giving out any personally identifying information about yourself or your children in any Communication Service. Acorn Media Holdings Incorporated does not control or endorse the content, messages or information found in any Communication Service and, therefore, Acorn Media Holdings Incorporated specifically disclaims any liability with regard to the Communication Services and any actions resulting from your participation in any Communication Service. Managers and hosts are not authorized Acorn Media Holdings Incorporated spokespersons, and their views do not necessarily reflect those of Acorn Media Holdings Incorporated.

Materials uploaded to a Communication Service may be subject to posted limitations on usage, reproduction and/or dissemination. You are responsible for adhering to such limitations if you download the materials.

MATERIALS PROVIDED TO Acorn Media Holdings Incorporated OR POSTED AT ANY Acorn Media Holdings Incorporated WEB SITE

Acorn Media Holdings Incorporated does not claim ownership of the materials you provide to Acorn Media Holdings Incorporated (including feedback and suggestions) or post, upload, input or submit to any Acorn Media Holdings Incorporated Web Site or its associated services (collectively “Submissions”). However, by posting, uploading, inputting, providing or submitting your Submission you are granting Acorn Media Holdings Incorporated, its affiliated companies and necessary sublicensees permission to use your Submission in connection with the operation of their Internet businesses including, without limitation, the rights to: copy, distribute, transmit, publicly display, publicly perform, reproduce, edit, translate and reformat your Submission; and to publish your name in connection with your Submission.

No compensation will be paid with respect to the use of your Submission, as provided herein. Acorn Media Holdings Incorporated is under no obligation to post or use any Submission you may provide and may remove any Submission at any time in Acorn Media Holdings Incorporated ‘s sole discretion.

By posting, uploading, inputting, providing or submitting your Submission you warrant and represent that you own or otherwise control all of the rights to your Submission as described in this section including, without limitation, all the rights necessary for you to provide, post, upload, input or submit the Submissions.

LIABILITY DISCLAIMER

THE INFORMATION, SOFTWARE, PRODUCTS, AND SERVICES INCLUDED IN OR AVAILABLE THROUGH THE Acorn Media Holdings Incorporated WEB SITE MAY INCLUDE INACCURACIES OR TYPOGRAPHICAL ERRORS. CHANGES ARE PERIODICALLY ADDED TO THE INFORMATION HEREIN. Acorn Media Holdings Incorporated AND/OR ITS SUPPLIERS MAY MAKE IMPROVEMENTS AND/OR CHANGES IN THE Acorn Media Holdings Incorporated WEB SITE AT ANY TIME. ADVICE RECEIVED VIA THE Acorn Media Holdings Incorporated WEB SITE SHOULD NOT BE RELIED UPON FOR PERSONAL, MEDICAL, LEGAL OR FINANCIAL DECISIONS AND YOU SHOULD CONSULT AN APPROPRIATE PROFESSIONAL FOR SPECIFIC ADVICE TAILORED TO YOUR SITUATION.

Acorn Media Holdings Incorporated AND/OR ITS SUPPLIERS MAKE NO REPRESENTATIONS ABOUT THE SUITABILITY, RELIABILITY, AVAILABILITY, TIMELINESS, AND ACCURACY OF THE INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS CONTAINED ON THE Acorn Media Holdings Incorporated WEBSITE FOR ANY PURPOSE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, ALL SUCH INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS ARE PROVIDED “AS IS” WITHOUT WARRANTY OR CONDITION OF ANY KIND. Acorn Media Holdings Incorporated AND/OR ITS SUPPLIERS HEREBY DISCLAIM ALL WARRANTIES AND CONDITIONS WITH REGARD TO THIS INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS, INCLUDING ALL IMPLIED WARRANTIES OR CONDITIONS OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE AND NON-INFRINGEMENT.

TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, IN NO EVENT SHALL Acorn Media Holdings Incorporated AND/OR ITS SUPPLIERS BE LIABLE FOR ANY DIRECT, INDIRECT, PUNITIVE, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES OR ANY DAMAGES WHATSOEVER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF USE, DATA OR PROFITS, ARISING OUT OF OR IN ANY WAY CONNECTED WITH THE USE OR PERFORMANCE OF THE Acorn Media Holdings Incorporated WEB SITE, WITH THE DELAY OR INABILITY TO USE THE Acorn Media Holdings Incorporated WEB SITE OR RELATED SERVICES, THE PROVISION OF OR FAILURE TO PROVIDE SERVICES, OR FOR ANY INFORMATION, SOFTWARE, PRODUCTS, SERVICES AND RELATED GRAPHICS OBTAINED THROUGH THE Acorn Media Holdings Incorporated WEB SITE, OR OTHERWISE ARISING OUT OF THE USE OF THE Acorn Media Holdings Incorporated WEB SITE, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF Acorn Media Holdings Incorporated OR ANY OF ITS SUPPLIERS HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. BECAUSE SOME STATES/JURISDICTIONS DO NOT ALLOW THE EXCLUSION OR LIMITATION OF LIABILITY FOR CONSEQUENTIAL OR INCIDENTAL DAMAGES, THE ABOVE LIMITATION MAY NOT APPLY TO YOU. IF YOU ARE DISSATISFIED WITH ANY PORTION OF THEAcorn Media Holdings Incorporated WEB SITE, OR WITH ANY OF THESE TERMS OF USE, YOUR SOLE AND EXCLUSIVE REMEDY IS TO DISCONTINUE USING THE Acorn Media Holdings Incorporated WEB SITE.

SERVICE CONTACT:

TERMINATION/ACCESS RESTRICTION

Acorn Media Holdings Incorporated reserves the right, in its sole discretion, to terminate your access to the Acorn Media Holdings Incorporated Web Site and the related services or any portion thereof at any time, without notice. GENERAL To the maximum extent permitted by law, this agreement is governed by the laws of the State of Washington, U.S.A. and you hereby consent to the exclusive jurisdiction and venue of courts in San Mateo County, California, U.S.A. in all disputes arising out of or relating to the use of the Acorn Media Holdings Incorporated Web Site. Use of the Acorn Media Holdings Incorporated Web Site is unauthorized in any jurisdiction that does not give effect to all provisions of these terms and conditions, including without limitation this paragraph. You agree that no joint venture, partnership, employment, or agency relationship exists between you and Acorn Media Holdings Incorporated as a result of this agreement or use of the Acorn Media Holdings Incorporated Web Site. Acorn Media Holdings Incorporated ‘s performance of this agreement is subject to existing laws and legal process, and nothing contained in this agreement is in derogation of Acorn Media Holdings Incorporated ‘s right to comply with governmental, court and law enforcement requests or requirements relating to your use of the Acorn Media Holdings Incorporated Web Site or information provided to or gathered by Acorn Media Holdings Incorporated with respect to such use. If any part of this agreement is determined to be invalid or unenforceable pursuant to applicable law including, but not limited to, the warranty disclaimers and liability limitations set forth above, then the invalid or unenforceable provision will be deemed superseded by a valid, enforceable provision that most closely matches the intent of the original provision and the remainder of the agreement shall continue in effect. Unless otherwise specified herein, this agreement constitutes the entire agreement between the user and Acorn Media Holdings Incorporated with respect to the Acorn Media Holdings Incorporated Web Site and it supersedes all prior or contemporaneous communications and proposals, whether electronic, oral or written, between the user and Acorn Media Holdings Incorporated with respect to the Acorn Media Holdings Incorporated Web Site. A printed version of this agreement and of any notice given in electronic form shall be admissible in judicial or administrative proceedings based upon or relating to this agreement to the same extent and subject to the same conditions as other business documents and records originally generated and maintained in printed form. It is the express wish to the parties that this agreement and all related documents be drawn up in English.

COPYRIGHT AND TRADEMARK NOTICES:

TRADEMARKS

The names of actual companies and products mentioned herein may be the trademarks of their respective owners.

The example companies, organizations, products, people and events depicted herein are fictitious. No association with any real company, organization, product, person, or event is intended or should be inferred.

Any rights not expressly granted herein are reserved.

NOTICES AND PROCEDURE FOR MAKING CLAIMS OF COPYRIGHT INFRINGEMENT

Pursuant to Title 17, United States Code, Section 512(c)(2), notifications of claimed copyright infringement under United States copyright law should be sent to Service Provider’s Designated Agent. ALL INQUIRIES NOT RELEVANT TO THE FOLLOWING PROCEDURE WILL RECEIVE NO RESPONSE. See Notice and Procedure for Making Claims of Copyright Infringement.