Web Services Agreement

Market With Me, LLC (hereinafter “Service Provider” or “Market With Me”) is a web design and marketing consulting firm doing business at 1 E Erie St Ste 525, Chicago, Illinois 60611. This Web Services Agreement sets forth general terms and conditions for the use of the Market With Me website and web services. Signup, usage and/or signature constitutes acceptance of use. All Market With Me websites and Clients agree to be bound by the terms set forth below.

01: Core Website Features

The following website features are provided with all Market With Me sites.

Technology Stack

Technologies as of the date above include but are not limited to the following.

Key Features

Features as of the date above include but are not limited to the following.

Ongoing Innovation

All technologies are evaluated regularly. Market With Me reserves the right to replace and/or change these technologies to ensure an optimal environment. Additional features and functionality may be added over time as client needs change.

02: Monthly Service

The following services are included within the Market With Me monthly service fee.

Strategic Services

One (1) hour to be used at the Clients discretion towards website development, UX design, copywriting, content strategy or general digital marketing strategic consulting. This service hour must be used within the month and cannot be rolled over from month-to-month.

3^rd Party Technologies

Market With Me uses multiple premium 3^rd party themes, plugins, and to establish a strong technical foundation. Ongoing software licenses fees for these are included in the monthly service rate. To ensure site security and performance, Clients may not add non-approved 3^rd party plugins. Additionally, Clients may not inject custom Javascript without approval.

Dependable Hosting

The Market With Me network is built on WordPress and is hosted on WP Engine, a leader in WordPress hosting. You will have ample space and bandwidth to store your pages and multimedia elements on a proven, reliable architecture that delivers unparalleled speed, scalability, and security. Service Level Agreement (SLA) details for WP Engine are located here.

Ongoing DevOps Services

The Market With Me DevOps team will manage hosting, security, and website health to ensure that your website operates at peak performance. These services include:

• Performance Monitoring – The Market With Me network is built on WordPress and is hosted on WP Engine, a leader in WordPress hosting. You will have ample space and bandwidth to store your pages and multimedia elements, along with performance monitoring to ensure that you stay up and running.

• Automatic Upgrades – We ensure your site stays current and secure by automatically implementing major WordPress updates as well as upgrades on third-party plugins and themes.

• Cybersecurity – In addition to staying on top of updates, we actively scan and monitor cybersecurity threats. If there is an issue, we resolve it– often before you or your users notice.

• Backups & Disaster Recovery – We maintain regular backups of your site, hosted in a separate environment for added security, to support recovery in the event of a disaster.

• Responsive Support – Questions about your site? Our responsive support team is ready to help. You can also visit our help center to access videos and articles about how to use your new website.

03: Responsibilities

Throughout the course of a web design or customization project, the Client and Service Provider have the following responsibilities.

 Service Provider is responsible for delivering the following:

• Service Provider will provide website with features as described in Section 1.

• Service Provider will provide hosting, support, and maintenance as described in Section 2.
• Service Provider will one strategic services hour per month as described in Section 2.
• Service Provider will develop webpages and special functionality as outlined in Website Proposal.
• Service Provider will assist Client with domain forwarding and redirects.
• Service Provider will provide onboarding session which covers site setup and usage.

Service Provider is NOT Responsible for delivering the following:

• Creative assets. Service provider will not deliver custom web copy, graphics, and imagery, unless explicitly outlined in Website Proposal

1. Client is responsible for purchasing their own domain.
2. Client is responsible for purchasing and managing their own email hosting.
3. Client is responsible for learning how to use platform, if desired.

1. Multiple design iterations. Service Provider will not deliver multiple design iterations or site configurations beyond what is specified in Website Proposal.
2. Extensive fixes. Service Provider will not fix content and/or designs that have been adjusted by the Client post-launch.

Client is responsible for:

• Providing specific and timely feedback on designs throughout the duration of website customization projects.
• Providing additional background information and goal clarification when requested throughout the duration of website customization projects.
• Providing custom images, graphics, copy as needed.
• Reviewing and verifying the accuracy of all images and copy prior to site launch.

• Requests that are reasonable in nature and within the scope of the Services purchased.
• Maintaining security of accounts and taking reasonable precautions to keep account information and passwords secure.
• Managing user accounts and account access.

04: Fees and Expenses

Payment Schedule – Setup & Customizations

Client will remit for payment for setup and customizations to Service Provider according to the following schedule.

Login credentials and domain redirects will not be completed until final payment is delivered.

Payment Schedule – Monthly Service

Client will pay monthly service fee on the 1^st of each month.

Client will setup automated monthly payments via the payment portal.

Additional Expenses

Service Provider may incur costs (including but not limited to purchase of digital assets, travel, lodging, and other costs incidental to Services) for which Client shall reimburse. Service Provider will obtain written approval from Client prior to incurring such costs.

Invoicing

Service Provider will provide an invoice to Client within the first five (5) business days of each month. This invoice will include the monthly service fee, as well as any hourly fees and approved expenses incurred in the previous month. Invoices shall be due and payable within fifteen (15) days of receipt.

Submitting Payments

Clients can visit the Market With Me payment portal here to setup monthly payments and additional payments based on their schedule. This payment portal allows the Client to pay via credit card, debit card, or Paypal.

05: Completion of Service

Scope Changes

Client may request that changes be made to the specifications outlined on the Website Proposal, or other aspects of the Agreement and tasks associated thereto. If Client requests such a change, Service Provider will use its best efforts to implement the requested change at no additional expense to Client and without delaying delivery of the Website. In the event that the proposed change will, in the sole discretion of the Service Provider, require a delay in the delivery of the Website or would result in additional expense to Client, then Client and Service Provider shall confer and Client shall, in its discretion, elect either to withdraw the proposed change or require Service Provider to deliver the Website with the proposed change and subject to the delay and/or additional expense.

Client Delays

The Service Provider’s ability to complete web customization services depends upon timely feedback and approvals from the Client. The Service Provider is not responsible for additional fees, time, or expenses incurred because of delays caused by the Client’s lack of or untimely response, feedback or approval.

Remediation

Service Provider shall deliver all deliverables pursuant to the Services as described in Section 1, Section 2, and the Client Website Proposal. If the Website as delivered does not conform with the specifications described in Section 1, Section 2, and the Client Website Proposal, Client shall within fifteen (15) days of the date of delivery notify in writing of the ways in which it does not conform with such specifications. Service Provider agrees that upon receiving such notice, it shall make reasonable efforts to correct any non-conformity. If such notice is not received within fifteen (15) days, the Website shall be deemed to conform entirely with the specifications described on Section 1, Section 2, and the Client Website Proposal.

Completion of Service

Receipt of final payment and/or site publication is acknowledgement of the Client’s satisfaction with the services provided. This releases the Service Provider from any obligation for further revisions or alterations at that time or until a subsequent request is made and accepted. The Client also acknowledges and agrees that once their site is published, they will not be entitled to any credits or refunds for any reason including, but not limited to, dissatisfaction with their design or site.

06: Termination

Client may terminate this Agreement for any reason within thirty (30) days’ notice to Service Provider. Client will provide written and/or emailed notification to the Service Provider.

Upon such notice of termination, Service Provider will provide an invoice to Client outlining all costs incurred to the point of such notice. Invoices shall be due and payable within fifteen (15) days of receipt.

Service Provider may withhold any deliverables pursuant to the Services until such payment is made in full.

Once Client makes final payment, Service Provider will remit any deliverables and basic site files.  Basic site files include: hosted media and an export file with all pages and page content (XML and/or HTML file).

Clients who require support beyond the export of files above may request this service, which will be completed at an additional cost.

07: Acceptable Use

Market With Me, at its sole and exclusive discretion, determines the definition of acceptable use. You shall not use the Market With Me website or service in a way that:

1. Violates any governing law, regulation, or directive. This includes, but is not limited to websites and web content that:
   1. Violates copyrighted or trademarked materials of others
   2. Infringes on the intellectual property rights, patents, and trade secrets of another
   3. Harasses, defames or slanders another
   4. Encourages or promotes terrorism, trafficking in weapons, and/or or other illegal activities;
   5. promotes, incites, or threatens violence;
   6. contains harassing content or hate speech;
   7. Encourages the exploitation of children, distribution of child pornography, child erotica, or any activity related to the proliferation of child sexual abuse material (CSAM)
   8. Contains non-consensual sex acts (including in the support of or furtherance of sex trafficking)
   9. Includes fraud or false advertising;
   10. violates any person’s privacy;
   11. Violates export laws, controls, regulations, or sanction policies of the United States or the Clients applicable jurisdiction; or
   12. Includes illegal gambling; terrorism; narcotics trafficking; arms trafficking or the proliferation, development, design, manufacture, production, stockpiling, or use of nuclear, chemical or biological weapons, weapons of mass destruction, or missiles
2. Might reasonably be considered:
   1. to be immoral, deceptive, abusive, defamatory, offensive, scandalous or obscene;
   2. to injure, tarnish, damage or otherwise negatively affect the reputation and goodwill associated with the Market With Me brand
   3. to include pornographic or other tasteless images
3. Permits or seeks to permit the unauthorized use, disclosure or access of/to any Market With Me materials or data, including but not limited to (except as expressly permitted by applicable law or contract): data mining, copying, storing, transmitting, assigning, (re)selling, (sub)licensing, distributing, displaying, publishing, benchmarking, scanning, monitoring, mirroring, framing, embedding, scraping, linking, modifying, translating, combining, creating derivative works, disassembling, decompiling, and reverse engineering
4. Has the goal or effect of:
   1. Circumventing, breaching, probing or compromising any security measures (including but not limited to introducing malicious code, viruses, worms, spyware or other malware);
   2. Gaining unauthorized access to any information, services or systems (including but not limited to hacking, phishing, pharming, spoofing, or social engineering); or
   3. Disrupting the integrity, availability or operation of any information, services or systems (example: DoS, DDoS attacks)
   4. Interfering with Market With Me’s business or our ability to provide services to other customers by placing excessive burdens on the network or systems used to provide such services. Specifically, you may not: (i) use or provide open proxies or Internet Relay Chat (ii) use the service for video streaming (iii) perform any vulnerability or penetration testing. If your use of the service materially exceeds the use by similarly situated customers, Market With Me may charge you for the additional use.
5. Does not protect sensitive or otherwise regulated information processed or stored on the Market With Me platform. This includes, but is not limited to: financial information, cardholder data protected under PCI DSS regulations (such as credit or debit card data), Protected Health Information (as the term is defined under HIPPA)

Market With Me reserves the right, but does not assume the obligation, to investigate any suspected violation of this acceptable use policy and reserves the sole and absolute discretion, right, and power to:

• Remove content, suspend access, disable services, and/or terminate services if we deem necessary
• Report any suspected violations to enforcement officials or affected third parties; and
• Seek reimbursement of losses and costs

You acknowledge and agree that we are not responsible for any liabilities arising from your violation of these acceptable use restrictions.

08: Jurisdiction and Venue

This Agreement shall be construed with and governed by the substantive laws of the State of Illinois. Should any claim or controversy arise between the Parties under the terms of this Agreement, such claim or controversy shall be resolved only in the state or federal courts located in USA, Illinois, and said state and federal courts for the Illinois shall be the only appropriate jurisdiction and venue for such claim or controversy. Client agrees to waive their right to a jury trial.

09: Indemnification

The Client shall fully indemnify, hold harmless and defend Market With Me and its directors, officers, employees, agents, stockholders and Affiliates from and against all claims, demands, actions, suits, damages, liabilities, losses, settlements, judgments, costs and expenses (including but not limited to reasonable attorney’s fees and costs), whether or not involving a third party claim, which arise out of or relate to (i) any act or omission of the Client and/or (ii) any act or omission of Market With Me.

Market With Me expressly disclaims any responsibility for liability due to: (i) hacking and security attacks of any websites or webservices (ii) hosting outages from the 3^rd party hosting service (iii) unauthorized access and/or use of Client accounts.

10: No Waiver or Modification

No obligation in this Agreement shall be deemed waived, nor shall any term be modified without a consent to such waiver or change signed by both Parties.