MyST Blogsite Services Agreement

This Agreement is incorporated by reference into a MyST Blogsite Purchase Agreement ("Purchase Agreement"). As used herein, "you" refers to the person or company executing the Purchase Agreement.

Company agrees to create, service, and provide all labor, excluding ongoing content authoring, and furnish all parts necessary to maintain Blogsite Services as described in the Purchase Agreement, in proper operating order subject to the following terms and conditions.

1. Term of the Agreement

1.1 This Agreement begins on the date you sign the Purchase Agreement and may be cancelled by either party at any time. In the case of termination by you, the effective termination date shall be the last day of a calendar month in accordance with the Billing Terms as described in section 4. Blogsite Services will be shutdown on (or shortly after) the termination date and you are responsible for payment of services through that date. At any time prior to the termination date, you may obtain your authored content in XML format ("XML Content") at no additional charge. For up to thirty (30) days after termination, you may request your XML Content for a $250 service charge. In the case of termination by Company, except in cases of default as described below, Company will continue to provide, at no further cost to you, Blogsite Services for a period of thirty (30) days after informing you of its desire to terminate service. In all cases, after termination of service, except for your XML Content and any pre-existing intellectual property as described in section 9.1 below, you may not use for any purpose any information, data, code, or content contained in or created by your blogsite, including but not limited to HTML code, JavaScript code, XSL code, XML data, RSS feeds, Atom feeds, OPML feeds, etc.

1.2 If either party shall neglect or fail to perform any of its obligations under this Agreement, and such failure continues for a period of thirty (30) calendar days after written notice thereof, the other party shall have the right to immediately terminate this Agreement. In the case of such default by you, Company may elect to suspend temporarily any or all of its obligations under this agreement.

1.3 The Company may, at its option, immediately terminate this Agreement, or temporarily suspend any or all of its responsibilities stated in this Agreement, for payment delinquency in any amount in excess of thirty (30) calendar days. The Company may, at its option, temporarily suspend authoring access for payment delinquency in any amount in excess of fifteen (15) calendar days.

2. Software

Blogsite Services are hosted solutions; as such, all software is hosted and managed by Company.

3. Professional Services and Technical Support

3.1 Professional Services refers to customizations, integrations, or other changes outside the standard functionality offered by the service level specified in your Purchase Agreement. Technical Support refers to assistance provided to you by Company in connection with your use of the Blogsite Services.

3.2 Professional Services and Technical Support are provided by the Company during Company's normal business hours and at the Company's locations.

3.3 Due to the wide variety of Professional Services requests, Company evaluates, quotes, and accepts or rejects such requests on a case-by-case basis.

3.4 Each new request for Technical Support is considered "support incident" and assigned an incident number. Up to two support incidents per calendar month are included at no additional cost to you. Each additional support incident in any calendar month carries a per-incident fee of $35 (or $75 if related to a customized or non-standard blogsite feature or a third-party component or integration). Unused support incident allocations do not carry over from month to month. Notwithstanding the forgoing, Company never charges a fee for any incident related to a Blogsite Service error or software bug or for feature suggestions or enhancement ideas.

4 Charges / Payment

4.1 All charges related to this Agreement shall be reflected on a monthly notification of payment. Setup and monthly services fee amounts are based on your service level as specified in the Purchase Agreement. Setup charges are due upon signing the Purchase Agreement. Monthly services fees are due on the first day of each month in advance of service for that month.  The company maintains a copy of its Standard Billing Terms and Cancellation Policy ("Billing Terms") at the following web address:

http://blogsite.com/standard-billing-terms

These Billing Terms are incorporated herein by reference, subject to any overriding terms and conditions explicitly set forth in this Agreement. To the extent that anything in the Billing Terms conflicts with this Agreement, this Agreement shall take precedence and the Billing Terms shall be interpreted as being modified to the least extent possible to eliminate such conflict and maintain the overall intent and economic effect of this Agreement.

5. Exclusions

The Company shall not be obligated to provide the services under this Agreement if:

5.1 the Blogsite Service has been modified or repaired by anyone other than Company unless so directed by Company; or

5.2 necessitated to comply with changes in the regulations of any applicable governmental body or agency.

6. Satisfaction with Performance

If at any time you are dissatisfied with the performance of Company staff or the Blogsite Service, you agree to report your dissatisfaction to Company in writing within ten (10) business days.

7. Change of Scope

At any time during the term of this Agreement, should you desire Company to provide any additional services in the form of a modification of or a change to the Blogsite Services, Company and you shall comply with the following:

Submission of Request. You shall submit to Company in writing all requests by you for any such additional services that alter, amend, enhance, add to, or delete from the Blogsite Services and/or time and/or place of performance (hereinafter referred to as "Modification/Change Request" or "Request").

Acknowledgment Procedure. Company will evaluate such Modification/Change Request at no additional charge to you as soon as possible but not later than five (5) working days following Company's receipt of the Request. Company's written response shall include the impact, if any, on the completion date and the change in costs, if any. Company in its sole discretion may refuse to accept the Modification/Change Request. Should you elect to authorize such Request, you will, as soon as possible but not later than five (5) working days, authorize Company to perform the requested Modification/Change Request by returning a duly authorized copy of the Request to Company.

Performance. Upon such authorization by you of the Modification/Change Request, Company will commence performance in accordance with such Request. Company shall not be obligated to perform any additional services in advance of written authorization from you.

Binding Agreement. For the purposes of this Agreement, each Modification/Change Request duly authorized in writing by you and agreed to by Company shall be deemed incorporated into and part of this Agreement and each such Request shall constitute a formal amendment to this Agreement adjusting fees and completion date as finally agreed upon for each authorized Modification/Change Request. In no event shall the Blogsite Services or this Agreement be deemed altered, amended, enhanced, or otherwise modified except through written authorization by you of a Modification/Change Request and acceptance by Company, all in accordance with this Section

8. Non-Exclusive Agreement; Confidentiality

8.1 Non-Exclusivity. Company shall retain the right to perform work of any kind for others during the term of this Agreement.

8.2 Confidentiality. Each party agrees to afford the other party's Proprietary Information the same degree of protection against unauthorized use or disclosure as each party normally provides for its own proprietary information (which protection shall not in any case be less than reasonable), provided that each party's obligations hereunder shall not apply to information, which (i) is known to the receiving party at the time of disclosure by the disclosing party; (ii) is now or hereafter in the public domain through no fault of the receiving party; (iii) is developed independently by the receiving party; (iv) is generally known or available through third parties without restriction; and (v) is inadvertently disclosed by the receiving party despite the same and reasonable degree of protection against unauthorized use or disclosure which the receiving party normally provides for its own proprietary information. The term "Proprietary Information" shall mean documented information that at the time of its disclosure to the receiving party is identified as Proprietary by an appropriate stamp or legend. To retain its proprietary status, any Proprietary Information disclosed orally must be documented in writing with an appropriate stamp or legend within forty-eight (48) hours of its disclosure.

9. Ownership of Intellectual Property

9.1 All right, title and interest in and to any pre-existing copyrightable works and trademarks of yours shall remain the property of you, whether or not supplied to Company.

9.2 You agree that any and all ideas, concepts, or other intellectual rights and property containing in any way the techniques, knowledge or processes of the Blogsite Services or Company products provided under this Agreement and other related Company agreements, if any, whether or not developed by you, are the exclusive intellectual property of Company. Company shall have the sole and exclusive right, title and ownership in such intellectual property. This section 9.2 shall survive any termination of this Agreement.

9.3 Your interest in and obligations with respect to any software application, tools, programming, materials or data obtained from third-party vendors, regardless of whether obtained with the assistance of Company, shall be determined in accordance with the applicable agreements and policies of such vendors.

10. Indemnification for Your Content

In connection with this Agreement, Company may be requested by you to include certain materials or content, including, but not limited to, graphics, web feeds, copyrights, trademarks, and so on, furnished and provided by you.

You agree to indemnify and hold harmless Company for any claims, losses or damages (including reasonable attorney's fees and costs) for any third party claims that said materials (whether or not incorporated or used by Company) infringed upon the copyrights, trademarks, trade dress, publicity rights, privacy rights and other rights of others or are in violation of any applicable law.

11. Force Majeure

Company shall not be liable to you for any failure or delay caused by events beyond Company's control, including, without limitation, your failure to furnish necessary information; sabotage; failure or delays in transportation or communication; failures or substitutions of equipment; labor disputes; accidents; shortages of labor, fuel, raw materials or equipment; or technical failures.

12. Termination

12.1 The termination of this Agreement shall not prejudice the rights and obligations of the parties, which had accrued prior to such termination.

12.2 Sections 8, 9, 10, 11, 12, and 13 shall survive termination of this agreement.

13. General Standard Terms of Service.

Company maintains a copy of its Standard Terms of Service (“Standard Terms”) at the following web address:

http://myst-technology.com/standard-terms-of-service

These Standard Terms are incorporated herein by reference, subject to any overriding terms and conditions explicitly set forth in this Agreement. To the extent that anything in the Standard Terms conflicts with this Agreement, this Agreement shall take precedence and the Standard Terms shall be interpreted as being modified to the least extent possible to eliminate such conflict and maintain the overall intent and economic effect of this Agreement.

Severability; Waiver. If any provision of this Agreement is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision, which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of this Agreement will not operate or be interpreted as a waiver of any other or subsequent breach.

Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

Successors & Assigns. Except as provided herein, this Agreement may not be assigned or otherwise transferred without the prior written consent of the non-transferring party. In the case of any assignment or transfer which may be permitted under this Agreement, this Agreement or the relevant provisions thereof shall be binding upon, and inure to the benefit of, the successors, executors, heirs, representatives, administrators and assigns of the parties hereto. Notwithstanding any provisions in this Agreement to the contrary, the parties consent and agree that all rights, duties and obligations of this Agreement shall be fully transferable in connection with a Company acquisition or merger, or in connection with the sale of all or substantially all Company assets.

Independent Contractors. The parties to this Agreement are independent contractors, and no agency, partnership, joint venture or employee employer relationship is intended or created by this Agreement. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Company shall work exclusively for Company and shall not, for any purpose, be considered employees or agents of yours. Company assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

Limitation of Liability. NEITHER PARTY WILL BE LIABLE UNDER ANY SECTION OR SUBJECT MATTER OF THIS AGREEMENT OR UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY (I) INCIDENTAL OR CONSEQUENTIAL DAMAGES OR (II) COST OF PROCUREMENT OF SUBSTITUTE SERVICES.

Warranties. You represent and warrant to Company that (i) it has the right to enter into this Agreement and perform its obligations hereunder in the manner contemplated by this Agreement, and (ii) this Agreement shall not conflict with any other agreement entered into by it. EXCEPT FOR THE FOREGOING WARRANTIES, AND TO THE FULLEST EXTENT PERMISSIBLE UNDER APPLICABLE LAW, BOTH PARTIES DISCLAIM ALL REPRESENTATIONS AND WARRANTIES, EXPRESS AND IMPLIED, CONCERNING OR RELATED TO THIS AGREEMENT, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE AND ANY STATUTORY WARRANTIES OF NON-INFRINGEMENT. IN ADDITION, COMPANY MAKES NO REPRESENTATION THAT THE OPERATION OF THE PRODUCTS WILL BE UNINTERRUPTED OR ERROR FREE, AND COMPANY WILL NOT BE LIABLE FOR THE CONSEQUENCES OF ANY INTERRUPTIONS OR ERRORS.

Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified below or at such other address as the party shall specify in writing. Such notice shall be deemed given: upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; if sent by electronic mail, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, five (5) days after the date of mailing.

Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original and all of which shall be taken together and deemed to be one instrument.

Entire Agreement. This Agreement, including any exhibits attached hereto, sets forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of this Agreement. It may be changed only in writing signed by both parties. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.

Company reserves the right to change or update this Agreement at any time. For a period of thirty (30) days after any such update, you may elect to operate under the previous revision of this Agreement. After thirty days, the updated version shall apply.