Subject to the terms and conditions set forth below, Client engages Max Computing Services Service known as MaxEngine.com to provide customizable customer inquiry and order centers, transaction processing and reporting. Max Computing Services enables the Client's customers to enter electronic orders which require post-transaction verification by the Client, or verification by an Internet Credit Card Processing Service,  request appointments and enter customer inquiries over the internet with a browser.

FEATURES INCLUDED

Online Customer Service Response center with capabilities to download data.  Ability to request appointments or make reservations.  The ability to order items listed in Client's Item list.

TERMS & CONDITIONS

1. Description of Services Provided 
The following terms are defined for use in this Agreement: "Client" means the individual or business entity listed under "Client Company Name." "Customer" means any person desiring entering customer inquiry or order or appointment information in screens maintained by Client. "Company" means Max Computing Services. "Customer Charges" means the amounts indicated by "Charge to Customer" to be billed to the Customer's account. "Charge Back" means a Customer Charge which the credit card service company identifies as being invalid or non-collectible after initial acceptance on account of fraud, lost, canceled, un-issued, invalid account identification, unresolved customer complaint or other cause which results in the deduction of the customer charge from moneys otherwise payable to Company. Code means "User Code"  which means the unique code retrieved by a Customer from MaxEngine.com's automated signup system in order to access Max Computing Service's Web site - MaxEngine.com.

The "Services" means any services offered to Client by Max Computing Services and incorporates: On-Line Customer Service Inquiries, Appointment/Reservation Requests, and Orders.

2. Payment
Company will invoice the Customer for membership fees for each period. Company will pay by company check or money order.

3. Client Cancellation
The Client may at any time cancel this Agreement by selecting the "Cancel" option on the menu after logging in, or by sending written notification via electronic mail to .  Cancel before the end of the 30 day trial period to avoid being invoiced for that month's membership.

4. Client's Obligation
The Client agrees to follow all regulations regarding the use of Max Computing Services MaxEngine.com Service and any other regulatory body. These regulations include, but are not limited to, the following:

Use of Codes, and other MaxEngine.com-provided Proofs of Purchase.  

Advertising
When advertising the use of MaxEngine.com, that ad or screen must state that MaxEngine.com is a service of Max Computing Services with a link to: http://www.maxengine.com.

Customer Support
Client shall, at all times, have the ability to respond to inquiries from its customers promptly and shall endeavor to resolve disputes with customers amicably. The occurrence of complaints from customers and/or inquiries or charge backs regarding Client's program or service, may be cause for termination of this Agreement if such events occur with unacceptable frequency as determined in the sole discretion of Company. In addition, Company reserves the right to charge Client reasonable fees and recover its expenses on account of excessive customer inquiries, refunds, or charge backs, and reasonable attorney's fees in defense of same. Prior to imposing such fees and attempting to recover its costs, Company shall notify Client of the details and nature of the problems and attempt to find mutually acceptable solutions. If Company and Client are unable to achieve mutually acceptable solutions, Client shall have the option of continuing this Agreement subject to the additional fees and costs imposed by Company or of terminating this Agreement.

Duties of Client
When promoting Company Services, Client shall at all times use good business ethics and in a manner which will reflect favorably on the good will and reputation of the Company. Client shall at all times refrain from engaging in any illegal, unfair or deceptive trade practices, whether with respect to the Services or otherwise, and shall only represent such facts about the Services as Company states in its published service descriptions, advertising and promotional materials or as may be stated in other non-confidential written material furnished by Company. Client does not have to provide technical support to newly solicited Clients, and has no legal right over newly found Clients.

Trademarks, Servicemarks, promotional materials.
Client shall conduct its business solely under its own name. Company hereby grants Client a non-exclusive, royalty-free license to use Company's trademarks, service marks and trade names identified on the MaxEngine.com website, solely for the purpose of promoting the Services. Client agrees that all advertising and promotional material relating to the Services shall expressly identify Company as the source of the Services, shall prominently contain Company's name and logo, and shall otherwise comply with Company's Trademark marketing guidelines in effect from time to time. Client shall not at any time do or permit any act to be done which may in any way impair the rights of Company in the Trademarks. Client will discontinue all use of Company's Trademarks immediately at Company's specific direction. After such termination, expiration or direction, Client will not use any name, title or expression in connection with Client's business which, in the opinion of Company, so nearly resembles any trademark, logo or name of Company that such use may lead to confusion or uncertainty on the part of the public. Provided that it at all times is in compliance with this Section, Client may market the Services in conjunction with its own services and trade names. Company expressly retains all service marks, trademarks, trade names or any other designations and all copyrights, patent rights, trade secret rights and other proprietary rights in all related Services.

Upon termination of Agreement with any Client. Client shall have no further rights. Promptly following termination of this Agreement, Client shall return to Max Computing Services all copies of promotional material of MaxEngine.com which are in Client's possession.

5. Regulation Authorization
Client represents and warrants that it is legally authorized and has obtained all necessary regulatory approvals and certificates to provide any services it intends to offer. Client further represents that it will conform to any and all laws, rules, regulations, requirements and/or other standards that are established by telephone companies or other regulatory agencies.

6. Taxes
Each party agrees to report and pay its own taxes imposed on its income by any jurisdiction such as state and federal income taxes. Should Company be required to pay any such taxes on the income of Client, the amount of such taxes and all related interest, fines, or penalties shall become immediately due and payable to Company. The parties agree that taxes in the nature of an excise, sales or use tax are not currently imposed on the transactions contemplated under this Agreement. Further, the parties agree that if such taxes are imposed, the burden of such taxes shall be the Client's responsibility. Company shall have the right to collect and pay over taxes in the nature of an excise, sales, or use tax on behalf of Client if reasonably required to do so by a taxing authority of competent jurisdiction and shall further have the right to recover from Client under Section 11 of this Agreement the amount of any such taxes and related penalties and interest which are paid by Company with its own funds.

7. Limitations of Liability
Max Computing Services assumes no liability for disruptions of the MaxEngine.com service, including, but not limited to, vandalism, theft, phone service outages, Internet disruptions, extreme or severe weather conditions or any other causes in the nature of "ACTS OF GOD" or force majeure. Company shall not be responsible for consequential damages or punitive or exemplary damages under any circumstances. In no case shall Client be entitled to recover damages from Company which exceed the sum of the Service Fees retained by Company under this Agreement during the three months prior to the event giving rise to the claim for damages.

FORCE MAJEURE. EXCEPT FOR CLIENT PAYMENTS TO COMPANY PURSUANT TO THIS AGREEMENT, NEITHER PARTY SHALL BE LIABLE DELAYS IN ITS PERFORMANCE HEREUNDER DUE TO CAUSES BEYOND ITS CONTROL, INCLUDING, BUT NOT LIMITED TO, DELAYS OCCASIONED BY ACTS OF NATURE, POWER OUTAGES, FLOODS, EXPLOSIONS, EARTH QUAKES OR OTHER DISASTERS.

8. Indemnification
The Client is fully responsible for the contents of its Web site. The Client is further fully liable for the contents and accuracy of all the advertising and advertisements appearing on its Web site. The Client is also fully liable for any promotions, whether appearing on the Client's Web site or otherwise, proffered or offered by the Client in reference to any of the Client's offerings. The Client hereby certifies to the Company that the Client is the owner of or that the Client has the legal right and authority to use, utilize or disseminate all information, data, graphics, text, video, music or intellectual property which either same forms a part of the Client's Web site or is in any way or manner incorporated into the Client's Web site, which is provided by the Client to its customers, or those accessing the Client's Inquiry and Order Centers or, which is otherwise used or utilized by the Client in its advertising or promotion, be same done or provided on the Client's Web site or otherwise.

Client agrees to indemnify and hold harmless the Company, its employees, officers, agents, directors or successors, from any and all fines, penalties, losses, claims, expenses, or other liabilities, resulting from or in connection with this Service Agreement. Company assumes no liability of the Client for the Client's failure to follow and adhere to the terms of this Service Agreement, and any results caused by the acts, omissions or negligence of the Client, its subcontractor(s), agents, employees, or directors, or any of them, including, but not limited to, claims of third parties arising out of or resulting from, or in any manner in connection with, the Client's content, messages, programs, caller contracts, promotions, advertising, infringement or any claim for defamation, libel or slander, or for violations of copyrights, patents, trademarks, service marks, or other intellectual property rights. The Client acknowledges and agrees to reimburse and make the Company whole for any and all legal fees and costs incurred by the Company in reference to or in any manner arising out of the Client's utilization of its Web site or arising out of the Client's obligations under this Service Agreement, be said claim rightfully or wrongfully asserted against the Company. This obligation of the Client shall arise and bind the Client regardless of whether or not litigation against the Company is actually instituted by a third party, and shall include all sums paid by the Company, its sole judgement and discretion, to any third-party to compromise an asserted claim prior to the commencement of litigation, or during litigation, or to satisfy any monetary judgment against the Company, or sums advanced by the Company to allow it to comply with any injunctive directive of a court order or of a settlement.

9. Default
In the event Client defaults in any provision or fails to perform pursuant to this Agreement, Max Computing Services shall be entitled to damages, costs and attorney's fees from the Client.

10. Term of Agreement
The term of this Service Agreement shall continue until a notice of cancellation by Company or Client is received in writing or until terminated under other provisions of this Agreement. Company reserves the right to terminate this Agreement without cause upon notification to the Client. Company in its sole judgment, may terminate any Service for any Client immediately upon any breach of the terms set forth in this Agreement, including, but not limited to the determination of Company, in its sole judgment, that such Clients may be performing activities harmful to Company or its, employees, vendors, business relationships or any other users of the Internet.

11. Invalid or Non-enforceable Provisions
The invalidity or unenforceability of any provision of this Agreement, as so determined by a court of competent jurisdiction, shall not affect the other provision hereof, and in any such occasion this Agreement shall be construed in all respects as if such invalid or unenforceable provision were omitted.

12. Choice of Law/Venue
This Agreement shall be construed and enforced in accordance with the laws of the State of Maine and the venue for any action, dispute or proceeding with respect to this Agreement shall be Otisfield, Maine.

13. Captions
The captions in this Agreement are for convenience only and shall not be used in interpreting, construing, performing or enforcing this Agreement.   

14. Amendments and Modifications
Except as hereinafter provided no Amendment or modification of this Service Agreement shall be valid unless same is in writing and signed by all parties hereto. Company may amend this Agreement to take into account changes in law or regulations or industry mandates and to accommodate changes imposed on Company by its Credit Card Service Company, and to make other changes deemed necessary by the Company, provided that such changes do not materially alter the ongoing obligations of the parties, by sending Client a specimen of the changed Agreement. Unless Client rejects the changed Agreement and terminates this Agreement by notice to Company in writing within fifteen (15) days after Company sends the changed Agreement, the changed Agreement shall replace this Agreement and be in full force and effect.

15. Entire Agreement
By continuing to subscribe to the service and logging in Client or Client's authorized representative acknowledges that Client has read, understood, and accepted this Service Agreement, that this Service Agreement contains the entire agreement of the parties and that no other agreements, instruments or writings are in effect, and that Client assumes all obligations under this Service Agreement pertaining the web sites described in this Membership Agreement and its schedules.