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OVERHAULICS WEB HOSTING CONTRACT - BUSINESS

THIS WEB HOSTING SERVICES AGREEMENT (the “Agreement”) is made on Date (the “Effective Date”)

BETWEEN

, the website or web application owner, (hereinafter the “CLIENT,” “you” or the possessive “your”); and
The hosting provider, Overhaulics, a Colorado S-Corp company, (hereinafter the “PROVIDER,” “we” or the possessive “our”)

WHEREAS, PROVIDER is designed to serve the web hosting needs of businesses and government organizations located in the United States. It is not appropriate to use our services to support internationally based businesses or organizations with such a sustained demand that places an undue burden on our systems or negatively impacts use by our current clients.

WHEREAS, PROVIDER is a shared web hosting service, which means that a number of customers’ websites and other storage services are hosted from the same server. PROVIDER uses abuse controls to help ensure that use of our services does not adversely affect the performance of our system or other customers’ sites. It is not appropriate to use an account primarily as an online storage space or for archiving electronic files.

WHEREAS, PROVIDER is providing certain hosting services to CLIENT solely in accordance with the terms of this Agreement.

NOW, THEREFORE, in consideration of the promises and other good and valuable consideration set forth, the parties agree as follows:

RESOURCES.
1. Disk Space. Unmanaged and Side-Project single site accounts are supplied with 5GB of SSD storage while single site Startup accounts are supplied with 10GB SSD storage, and single site Business accounts with 20GB. Custom hosting accounts and multi-site accounts can have 15GB+ of storage space. Additional storage can be purchased if needed for each hosting plan up to 100GB. For an overview of PROVIDER’s hosting plans, please visit: https://overhaulics.com/web-hosting/pricing/
2. Data Transfer and Use. All hosting accounts have the monthly bandwidth limits listed below (the “Monthly Bandwidth Limits”) that scale with each account type. Bypassing these limits will result in suspension of your account unless you upgrade prior to reaching your account’s limits. A warning will be sent out at 80% usage of your account’s Monthly Bandwidth Limits.
  1. Monthly Bandwidth Limits:
    1. Unmanaged/ Side Project: 100GB/mo
    2. Startup: 150GB/mo
    3. Business: 200GB/mo
    4. Custom: 150-1000GB/mo
Additional bandwidth can be purchased for your account if needed. You may also upload as much as content as you like each month, subject only to the terms of this Agreement, the rules that control how fast your site can grow, and your disk space as described in section 1(a).
1. Email Use and Relay. PROVIDER does not offer email inbox services. All email functionality has been disabled. CLIENT will need to set up 3rd party email services (such as Google WorkSpace, Office 365, or other) if they wish to have emails on their domain. All sites will have to connect to an external mail relay via SMTP or API in order to deliver emails to CLIENT and site visitors, including confirmation emails. PROVIDER includes free access and email delivery setup for sites through SENDGRID.

ACCEPTABLE USE POLICY & TERMS OF SERVICE. This Section contains PROVIDER’s entire Acceptable User Policy (AUP) and Terms of Service (TOS).

PROVIDER provides World Wide Web hosting, and web design services. PROVIDER has certain legal and ethical responsibilities that govern the use of its servers and equipment involved in providing these services. PROVIDER’s general policy is to act as a provider of Internet presence. PROVIDER reserves the right to suspend or cancel a customer’s access to any or all services provided by PROVIDER when PROVIDER decides that the account has been inappropriately used or where our AUP, TOS, or the terms and conditions of this Agreement are violated WITHOUT WARNING or PRIOR NOTICE. No refunds of fees paid will be made if account termination is due to your violation of such terms.

1. Server Abuse. Any attempt to undermine or cause harm to a server or customer of PROVIDER is strictly prohibited. PROVIDER will strongly react to any use or attempted use of an Internet account or computer without the owner’s authorization. Such attempts include Internet scamming (tricking other people into releasing their passwords), password theft, security hole scanning, etc. Any unauthorized use of accounts or computers by CLIENT, whether or not the attacked account or computer belongs to PROVIDER, will result in action against CLIENT. Possible actions include warnings, account suspension or cancellation, as well as civil legal action, depending on the seriousness of the attack.
2. Right to Cancel Service. PROVIDER has the right to discontinue service or deny access to anyone who violates our policies or the terms and conditions of this Agreement WITHOUT WARNING or PRIOR NOTICE. No refunds of fees paid will be made if account termination is due to violation of the terms outlined herein. Unacceptable uses also include, but are NOT limited to: bulk emailing, unsolicited emailing, newsgroup spamming, pornographic content, illegal content, copyright infringement, trademark infringement, warez sites (including links to/from), cracks, software serial numbers, proxy-relaying, link farming (the act of or by use of scripts), link grinding, link-only sites, spamdexing, FFA (Free-For-All) and/or anything else determined by PROVIDER to be unacceptable use of our services including abuse of server resources.
3. Web Applications and Web Accessible Scripts. All web applications that are out-of-date and actively being exploited will be shut down immediately without prior notice. CLIENT is responsible for and should evaluate web-based applications and scripts on a regular basis to ensure their security and orderliness. If CLIENT is incapable of doing so, it is recommended that CLIENT hire PROVIDER to perform such evaluation services are purchased.
4. Termination of Hosting Accounts. Hosting accounts may also be terminated if the account includes the following content or has links to the following content: material that is grossly offensive to the web community including blatant expressions of bigotry, racism, hatred, or profanity; promoting or providing instructional information about illegal activities; promoting physical harm or injury against any group or individual; displaying material containing obscene nudity or pornographic material (not applicable to managed dedicated servers); displaying material that exploits children under 18-years of age; acts of copyright infringement including offering pirated computer programs or links to such programs; information used to circumvent manufacturer-installed copy-protected devices, including serial or registration numbers for software programs, or any type of cracker utilities.
5. Storage Space Abuse. PROVIDER will not tolerate any form of storage space abuse. At least 90% of your web pages (HTML) must be linked with files (GIF, JPEG, etc.) stored on PROVIDER’s servers. Websites that are found to contain either no HTML documents or a large number of unlinked files are subject to files deletion or account cancelation at the discretion of PROVIDER, with or without prior notice. Disk space will go unmonitored until CLIENT reaches the amount allocated to CLIENT’s specific web hosting plan. Thereafter, overage website data storage costs of $1/1GB/month will be billed to CLIENT’s account automatically. If CLIENT upgrades storage on the account prior to exceeding the allocated amount, prices may be lower than overage costs.
6. Unsolicited Email & Spamming. Unsolicited commercial advertisements (SPAM) are not allowed in e-mails and will likely result in account cancellation. PROVIDER takes a zero-tolerance approach to SPAM originating from its servers or for spam advertising of domains hosted within our network. If found, PROVIDER will charge CLIENT up to $25 per unsolicited email message sent and suspend CLIENT’s account without any prior notice. The following activities are not allowed: SPAM, which includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, charity requests, petitions for signatures, and political or religious tracts (such messages may only be sent to those who have explicitly requested it from CLIENT’s domain); forging, altering, or removing electronic mail headers – any domain sending stealth SPAM will be terminated without warning and without refund.
  
  PROVIDER does not allow CLIENT to send outbound emails to more than 20 recipients at any given time and/or more than 1,000 pieces of e-mail per day from a shared hosting account with a maximum file size of 20MB per email message. If CLIENT violates PROVIDER’s policies persistently in email activities, CLIENT’s account will be suspended and deleted.
7. SMTP Mail Server Abuse. Sending numerous copies of the same or substantially similar message with the intent to disrupt a server or account (mail bombing), spamming newsgroups, and commercial advertisements are unwelcome in most discussion groups and on most e-mail mailing lists. Inappropriate posting may result in account cancelation. See the newsgroup or mailing lists charter for whether advertising is allowed or not. Sending a message to many different off-topic newsgroups, is particularly unethical and will be treated as such. Email may not be used to harass or intimidate others. Harassment, whether through language, frequency of messages, or size of messages, is prohibited. Sending a single unwelcome message may be considered harassment. If a recipient asks to stop receiving e-mails, CLIENT must not send that person any further messages.
8. Prohibition on Spamvertising. If you use the services of another provider to promote a website hosted by or through PROVIDER (spamvertising), then the provisions of the above policy shall apply as if the SPAM were sent through our servers.

99.99% UPTIME GUARANTEE
1. Coverage. This 99.99% uptime guarantee applies to any client in good financial standing with PROVIDER at the time of a service outage.
2. Service Level Agreement (SLA) & Specifications. PROVIDER endeavors to have the content of CLIENT’s website available for HTTPS access by any party in the world 99.99% of the time. Network downtime (unavailability) is defined as 100% packet loss from PROVIDER to its backbone providers. Downtime is measured past 10 minutes after notification of network failure via PROVIDER’s online ticketing system. If the ticketing system itself is unreachable, the ticket must be started by calling PROVIDER at XXX-XXXX. PROVIDER administrators will determine the end of the downtime by a traceroute to CLIENT’s site from outside the PROVIDER network.
3. Monthly Uptime Credit. In the event that CLIENT’s website is unavailable less than 99.99% of the time, PROVIDER will credit the following service fees as listed below. CLIENT’s credits shall be retroactive and measured in 24 hours-a-day periods for each calendar month, with the maximum credit not exceeding 50% of the monthly service charge for the affected month.
  1. 99% to 99.9% – CLIENT’s account will be credited 10% of CLIENT’s monthly hosting fee
  2. 98% to 98.99% – CLIENT’s account will be credited 20% of CLIENT’s monthly hosting fee
  3. 97.99% or below – CLIENT’s account will be credited 50% of CLIENT’s monthly hosting fee

In order for CLIENT to receive a credit on CLIENT’s account, CLIENT must request such credit within thirty (30) days after CLIENT experienced the downtime. You must request credit by sending an email message to kyle@overhaulics.com. The body of this message must contain the dates and times of the unavailability of CLIENT’s website, and such other customer identification requested by PROVIDER. Credits will usually be applied within sixty (60) days of CLIENT’s credit request. Credit to CLIENT’s account shall be CLIENT’s sole and exclusive remedy in the event of an outage.

1. Restrictions. Credit shall not be provided to CLIENT in the event that you have any outage resulting from:
  1. Scheduled maintenance as posted ahead of time by PROVIDER;
  2. CLIENT’s behavior or the performance or failure of CLIENT equipment, facilities or applications;
  3. Circumstances beyond reasonable control of PROVIDER, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of interruption or delay in telecommunications or third party services, including DNS propagation, domain name registration/transfer, failure of third party software or hardware or inability to obtain raw materials, supplies, or power used in or equipment needed for provision of CLIENT’s website; or
  4. CLIENT breaking any term in this Agreement, including the AUP and TOS in section 2, causing a machine to fail as a result.

TECHNICAL SUPPORT BOUNDARIES. PROVIDER provides technical support for CLIENT that encompasses our area of expertise only. Such expertise includes assistance, troubleshooting, and debugging of our cPanel control panel interface, servers within our immediate responsibility, and any other hosting-related issues.

However, under no circumstances is PROVIDER obligated to help CLIENT in the installations of new application modules, templates and/or programming languages, nor in providing assistance for any errors produced by any applications that have been modified by CLIENT previously. Website maintenance and changes have an hourly rate associated with them and are billed separately from hosting.

PAYMENT POLICIES
1. Pre-Pay Term. All accounts are setup on a pre-pay basis. All pricing is guaranteed for the term of prepayment. PROVIDER reserves the right to change prices at any time, unless other terms have been agreed upon. Any account not brought current within thirty (30) days of e-mail notice or exceeding this time frame in any way is subject to suspension. CLIENT is responsible for all fees owed on the account from the time it was established to the time that CLIENT notifies PROVIDER to request for termination of services. All payment is in U.S. currency.
2. Chargebacks. If PROVIDER receives a chargeback or payment dispute (i.e. Credit Card Dispute) from a credit card company or bank, CLIENT’s service and/or project will be suspended immediately after written notice is provided via electronic correspondence by PROVIDER to CLIENT. A $50 chargeback fee (issued to recover fees passed on to PROVIDER by the credit company), plus any outstanding balances accrued as a result of the chargeback(s) must be paid in full before service is restored or any further work is commenced by PROVIDER.

CLIENT is advised to contact PROVIDER immediately via electronic correspondence to discuss any billing issues. Requesting a charge-back or opening a dispute for a valid charge from PROVIDER may be considered fraud, and appropriate legal action may be commenced.

CANCELLATION OF SERVICE
1. Provider Cancellation. PROVIDER reserves the right to cancel a service at any time. All fees paid in advance of cancellation will be pro-rated and returned by PROVIDER on such pro-rated basis if we institute our right of cancellation. Any violation of policies that results in extra costs will be billed to CLIENT (i.e. transfer, space etc.).
2. 30-Day Guarantee. All of PROVIDER’s hosting plans are backed by a 30-day money back guarantee. If CLIENT is not completely satisfied with our services or support within the first 30 days of the Effective Date of this Agreement, CLIENT will be given a full refund of the contract amount excluding setup fees, domain registration fees, add-on/upgrade fees and overages. Setup fees are refundable only if the account order is canceled prior to account activation. If CLIENT cancels, the full contract amount less any setup fees and overages will be refunded only if PROVIDER is notified within the first 30 days following activation. This policy does not apply to any additional services such as overages, additional disk space, domain registration fees, etc. All account cancellations must be done via CLIENT’s hosting account control panel or through email to kyle@overhaulics.com from the CLIENT’s email on the billing account. Phone or email requests from other email addresses or accounts will not constitute notice of any cancelation.

OTHER
1. Promotional Rates & Special Offers. PROVIDER may offer subsequent promotional rates or special offers, the terms of which may or may not be more favorable than the terms and conditions for CLIENT’s hosting services. Any such promotions or modifications shall not affect CLIENT’s obligations under this Agreement. Promotional fees may be subject to additional terms and conditions which, to the extent they conflict with the terms of this Agreement, shall govern. Different promotional fees and special offers may not be combined together.
2. Electronic Commerce. CLIENT will be solely responsible for the development, operation and maintenance of CLIENT’s online store and products along with all content and materials appearing online or on CLIENT’s products, including without limitation:
  1. The accuracy and appropriateness of content and materials appearing within the store or related to your products;
  2. Ensuring that the content and materials appearing within the store or related to CLIENT’s products do not violate or infringe upon the rights of any third party;
  3. Ensuring that the content and materials appearing within the store or related to CLIENT products are not libelous or otherwise illegal; and
  4. CLIENT is also responsible for the security of any customer credit card numbers and related customer information CLIENT may access as a result of conducting electronic commerce transactions through CLIENT’s website.
3. Static & Dynamic Content Caching. CLIENT expressly (i) grants to PROVIDER a license to cache the entirety of CLIENT’s website, including content supplied by third parties, hosted by PROVIDER under this Agreement, and (ii) agrees that such caching is not an infringement of any of CLIENT’s intellectual property rights or any third party’s intellectual property rights.
4. IP Address Ownership. PROVIDER shall maintain and control ownership of all IP numbers and addresses that may be assigned to CLIENT by PROVIDER. PROVIDER reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.
5. Intellectual Property Rights. Material accessible to you through PROVIDER’s services may be subject to protection under the United States or other copyright laws, or laws protecting trademarks, trade secrets and proprietary information. Except when expressly permitted by the owner of such rights, CLIENT must not use PROVIDER or its servers and network in a manner that would infringe, violate, dilute, or misappropriate any such rights, with respect to any material that CLIENT accesses or receives through the PROVIDER network. If CLIENT uses a domain name in connection with PROVIDER or similar service, CLIENT must not use that domain name in violation of any trademark, service mark, or similar rights of any third party. PROVIDER will cooperate fully with investigations for violations of systems or network security at other sites, including cooperating with law enforcement authorities in the investigation of suspected criminal violations. Users who violate system or network security may incur criminal or civil liability.

LEGAL
1. Lawful Purpose. PROVIDER reserves the right to refuse service to anyone. CLIENT may only use PROVIDER’s servers for lawful purposes and our services may not be used for illegal purposes or in support of illegal activities. We reserve the right to cooperate with legal authorities and/or injured third parties in the investigation of any suspected crime or civil wrongdoing. If anything is not legal in the United States of America, it is not permitted to reside on our servers. Transmission, distribution, or storage of any material in violation of any applicable law or regulation is prohibited. This includes but not limiting material protected by copyright, trademark, trade secret or other intellectual property right used without proper authorization, and material that is obscene, defamatory, constitutes an illegal threat, or violates export control laws. Examples of non-acceptable content or links: Pirated Warez, OGG, AVI, MPEG, ISO, hacker programs or archives, Copyrighted Digital Movie Copies (DIVX) and Unlicensed MP3. The designation of any materials as such described above is left entirely to the discretion of PROVIDER management. If illegal content or usage is found, the offending account will be suspended and/or terminated. CLIENT agrees that PROVIDER may disclose any and all CLIENT information including assigned IP numbers, account history, account use, etc. to any law enforcement agent who makes a written request without further consent or notification.
2. Venue. Regardless of the place of signing this Agreement, CLIENT agrees that for purposes of venue this contract is entered into in Adams County, Colorado, and any dispute will be litigated or arbitrated in Adams County, Colorado. Defendants further waive all objections to venue and acknowledge that venue in any such litigation will be held in Adams County courts.

INDEMNIFICATION
1. The following indemnification clause applies to all clients, except government entities: CLIENT AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD PROVIDER HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY’S FEES ASSERTED AGAINST PROVIDER, ITS AGENTS, ITS CUSTOMERS, OFFICERS, AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY CLIENT, CLIENT'S AGENTS, EMPLOYEES, OR ASSIGNS. CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS PROVIDER AGAINST LIABILITIES ARISING OUT OF:
  1. ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH PROVIDER’S SERVERS;
  2. ANY MATERIAL SUPPLIED BY CLIENT INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY,
  3. COPYRIGHT INFRINGEMENT; AND
  4. ANY DEFECTIVE PRODUCTS SOLD TO CLIENT FROM PROVIDER SERVERS.

For Government Entities ONLY: PROVIDER AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD CLIENT HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY’S FEES ASSERTED AGAINST CLIENT, ITS AGENTS, ITS CUSTOMERS, OFFICERS, AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY PROVIDER, ITS AGENTS, EMPLOYEES OR ASSIGNS. PROVIDER’S INDEMNIFICATION OBLIGATION SHALL NOT BE CONSTRUED TO EXTEND TO ANY INJURY, LOSS, OR DAMAGE CAUSED BY CLIENT’S OWN FAULT OR NEGLIGENCE, INCLUDING THAT OF CLIENT’S EMPLOYEES, AGENTS, CONTRACTORS, OR SUBCONTRACTORS.

IN NO EVENT SHALL PROVIDER MAXIMUM LIABILITY EXCEED FIVE HUNDRED ($500.00) DOLLARS.

DISCLAIMER. PROVIDER WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOUR BUSINESS MAY SUFFER. EXCEPT AS PROVIDED HEREIN, PROVIDER MAKES NO WARRANTIES OF ANY KIND, EXPRESSED OR IMPLIED FOR SERVICES WE PROVIDE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY PROVIDER AND ITS EMPLOYEES. PROVIDER RESERVES THE RIGHT TO REVISE ITS POLICIES AT ANY TIME. ALL SUB-NETWORKS, RESELLERS AND DEDICATED SERVERS OF PROVIDER MUST ADHERE TO THE ABOVE POLICIES. FAILURE TO FOLLOW ANY TERM OR CONDITION WILL BE GROUNDS FOR IMMEDIATE ACCOUNT CANCELATION.

PRIVACY STATEMENT. PROVIDER follows the strict guidelines of our customer privacy statement, which may be found online here: https://overhaulics.com/legal/. Please make sure you understand this statement fully.

PURCHASING ORDINANCE. This solicitation and contract are made in accordance with Chapter 4.20 of the Greeley Municipal Code, which law is incorporated by reference as if fully set forth herein.

JURISDICTION AND COMPLIANCE WITH LAW. This Contract is executed and delivered and is intended to be performed in the State of Colorado. The laws of Colorado shall govern the interpretation and enforcement of this Contract. Venue for all actions regarding this Contract shall be AdamsWeld County, Colorado. PROVIDER will perform all obligations under this Contract in strict compliance with all federal, state, and municipal laws.

INSURANCE. PROVIDER maintains, at its own expense, and will continue maintain for the for the term of this Agreement, the insurance coverage as set forth herein. All insurance policies shall be issued by insurance companies approved to do business in the State of Colorado.
1. Workers’ Compensation. Workers’ compensation insurance as required by state statute, and employers’ liability insurance, covering all PROVIDER’s employees acting within the course and scope of their employment.
2. General Liability. Commercial general liability insurance covering premises operations, fire damage, independent contractors, products and completed operations, blanket contractual liability, personal injury, and advertising liability with minimum limits as follows:
  1. $1,000,000 each occurrence;
  2. $1,000,000 general aggregate;
  3. $1,000,000 products and completed operations aggregate.
3. Professional Liability Insurance. Professional liability insurance covering any damages caused by an error, omission or any negligent act with minimum limits as follows:
  1. $1,000,000 each occurrence; and
  2. $1,000,000 general aggregate.
4. Additional Insurance Requirements. The following requirements apply only if CLIENT is a government entity.
  1. Additional Insured. CLIENT shall be named as additional insured on all required policies.
  2. Primacy of Coverage. Coverage required of PROVIDER shall be primary over any insurance or self-insurance carried by CLIENT.
  3. Cancellation. The above insurance policies shall include provisions preventing cancellation or non-renewal, except for cancellation based on non-payment of premiums, without at least 10 days prior notice to CLIENT.
  4. Certificates. PROVIDER shall provide to CLIENT certificates evidencing PROVIDER’s insurance coverage required in this Agreement within seven business days following the Effective Date. No later than 15 days before the expiration date of PROVIDER’s coverage, PROVIDER shall deliver to CLIENT certificates of insurance evidencing renewals of coverage. At any other time during the term of this Agreement, upon request by CLIENT, PROVIDER shall, within seven business days following the request by CLIENT, supply to CLIENT evidence satisfactory to CLIENT of compliance with this section 14 of this Agreement.

TABOR. Where CLIENT is a Colorado government entity, the parties understand and acknowledge that each party is subject to Article X, Section 20 of the Colorado Constitution (“TABOR”). The parties do not intend to violate the terms and requirements of TABOR by the execution of this Agreement. It is understood and agreed that this Agreement does not create a multi-fiscal year direct or indirect debt or obligation within the meaning of TABOR and, notwithstanding anything in this Agreement to the contrary, all payment obligations of CLIENT are expressly dependent and conditioned upon the continuing availability of funds beyond the term of CLIENT’s current fiscal period ending upon the next succeeding December 31. Financial obligations of CLIENT payable after the current fiscal year are contingent upon funds for that purpose being appropriated, budgeted, and otherwise made available in accordance with the rules, regulations, and resolutions of CLIENT and applicable law. Upon the failure to appropriate such funds, this Agreement shall be deemed terminated.

REMEDIES. The rights and remedies under this Agreement are cumulative and are in addition to and not in substitution for any other rights and remedies available at law or in equity or otherwise, except to the extent expressly provided in this Agreement.

COUNTERPARTS AND ELECTRONIC SIGNATURES. This Agreement may be executed in two or more counterparts, each of which shall be deemed an original but all of which together shall constitute the same document. This Agreement, including all component parts, may be executed and delivered by electronic signature by any of the parties and all parties consent to the use of electronic signatures.

AUTHORITY TO BIND. Each individual signing this Agreement directly and expressly warrants that he/she has been given and has received and accepted authority to sign and execute the documents on behalf of the party for whom it is indicated he/she has signed, and further has been expressly given and received and accepted authority to enter into a binding Agreement on behalf of such party with respect to the matters concerned herein and as stated herein.

ASSIGNMENT; SUCCESSORS AND ASSIGNS. This Agreement shall not be assignable by either party without the other party's prior written consent. Except as so restricted, this Agreement shall inure to the benefit of and be binding upon the heirs, personal representatives, successors and assigns of the parties.

NO THIRD-PARTY BENEFICIARIES. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other person or entity any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement.

SEVERABILITY. If any term or provision of this Agreement or any portion of a term or provision hereof or the application thereof to any person or circumstances shall, to any extent, be invalid or unenforceable, the remainder of this Agreement shall not be affected thereby, and each term and provision of this Agreement and each portion thereof shall be valid and be enforced to the fullest extent permitted by law.

ENTIRE AGREEMENT. This Agreement constitutes the entire agreement between the parties, and supersedes all prior agreements, representations and understandings of the parties, written or oral.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date written opposite their signatures.

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January 13, 2017 12:54 am MDT

OVERHAULICS WEB HOSTING CONTRACT - BUSINESS Uploaded by Kyle Gordon - kyle@overhaulics.com IP 97.118.86.102