AWSDMedia Master SA

This Master Service Agreement shall constitute a binding contractual agreement between ECMSmackDown, LLC, a Florida Limited Liability Corporation, (hereinafter "ECMSmackDown") and the subscriber of services (hereinafter "Customer"). The Master Service Agreement shall include the Terms of Service (TOS), the Acceptable Use Policy (AUP), the Service Level Agreement (SLA), the DMCA and Copyright Agreement (DMCA), and the Privacy Agreement (PA). Customer agrees to be bound to all agreements found herein.

Note: ECMSmackDown reserves the right to supplement and/or amend, at any time, the terms and conditions of its Master Service Agreement, including the TOS, AUP, SLA, and Privacy Agreement. ECMSmackDown will provide notice to its Customers through the client portal and/or via email of any changes to the Master Service Agreement, or subsequent agreements contained within. It is the Customer's responsibility to review ECMSmackDown's policies on a frequent basis to ensure compliance because the Master Service Agreement (MSA) in place during your most current month applies, not the MSA which was in place when you first registered. ECMSmackDown must agree to changes requested by Customer to any of these agreements or to the Master Service Agreement, in writing before the changes apply. Whenever ECMSmackDown's policy changes, any modifications affected by the change must be renewed in writing.

1. Term and Termination: Unless requesting Hourly Services as defined in paragraph 3 below, Customer agrees to a month to month contract term for services unless otherwise agreed to in writing. The month to month contract for services is automatically renewed each month in perpetuity subject to written cancellation by the Customer. Please carefully review ECMSmackDown OR awsdmedia.com's cancellation policy set forth in Paragraph 8 below. ECMSmackDown OR awsdmedia.com may terminate this Agreement upon non-payment as set forth in paragraph 10 below. At its sole discretion, ECMSmackDown OR awsdmedia.com may terminate this Agreement if Customer violates any terms and conditions of ECMSmackDown OR awsdmedia.com's AUP.

2. Monthly Service Fees: Fees for service(s) ordered by the Customer shall begin on the date of the initial order and that date shall serve as the monthly anniversary date ("Anniversary Billing Date") for all future billings including one time fees, upgrades, additional services, cancellations and service credits. Fees are due in advance of the monthly service cycle and will be billed on the anniversary date of each month.

3. Upgrade Fees: Upgrades ordered on the Anniversary Billing Date will be billed for a full month service and will continue each month on the Anniversary Billing Date. Upgrades ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.

4. Hourly Service Fees: For any services offered by ECMSmackDown OR awsdmedia.com on an hourly basis ("Hourly Services"), Customer shall specify the period of time for which the Hourly Services are requested, or cancel at any time. The minimum period of time for which Hourly Services may be requested is one hour and Customer will be billed in full hourly increments, and no breakdown by minutes shall be permitted. Unless otherwise specifically stated in the MSA, Customers who request Hourly Services agree to all terms and conditions in ECMSmackDown OR awsdmedia.com's Master Service Agreement, including but not limited to these Terms of Service and the Acceptable Use Policy. Customers will be billed for Hourly Services and receive any Service Level credits, if applicable, on the Anniversary Billing Date (as set forth and defined in paragraph 2 above).

5. Additional Service Fees: Additional services, not including Hourly Services, ordered on the Anniversary Billing Date will be billed for the full month service and will continue each month on the Anniversary Billing Date. Additional services ordered after the normal Anniversary Billing Date will be pro-rated to the next anniversary date and billed as a one time pro-rata charge. Future charges will appear as full monthly fees added to your existing Anniversary Billing Date.

7. Service Credits: Service credits will be issued to your Customer account and shall be used to offset future billable services. Service credits shall not be issued as cash back to the Customer nor shall the service credits be transferable to other account holders. Service credits shall expire if Customer's account is fully terminated.

8. Cancellation: Because cancellation is automated, ECMSmackDown OR awsdmedia.com requires a written cancellation notice via the customer portal, a minimum of 72 hours prior to 00:00:01 CST (GMT-6) on the Anniversary Billing Date for discontinuance or downgrades of month to month services. Failure to supply the requisite 72 hours written notice of cancellation will result in a full billable monthly cycle prior to cancellation. Notice of written cancellation is required through the online Customer portal located at https://www.ECMSmackDown OR awsdmedia.com.com/portal. All Customer data remaining after the cancellation date will be destroyed for security and privacy reasons, unless otherwise required by law.

9. Refunds & Disputes: All services rendered by ECMSmackDown OR awsdmedia.com are non-refundable. This includes, but is not limited to: setup fees, one time fees, monthly service fees, upgrade fees, additional service fees, administrative fees, and late fees. Customers seeking to resolve billing errors are instructed to open a billing ticket inside the Customer portal located at http://www.awsdmedia.com/support/. Customer agrees not to chargeback any credit card payments for services rendered. A chargeback of payment for services rendered will result in an additional charge of $150 and will be subject to collection by an authorized collection agency. Customer is responsible for any fees and costs (including, but not limited to, reasonable attorneys' fees, court costs and collection agency fees) incurred by ECMSmackDown OR awsdmedia.com in enforcing collection.

10. Non-Payment: All payments are due in full on the Anniversary Billing Date. Failure to remit payment for services on the monthly anniversary date is a violation of the TOS. Failure to remit payment for five (5) consecutive days, including the Anniversary Billing Date, shall result in a termination of public access to Customer services. Customer will, however, be permitted access to data and services through the service network. Failure to remit payment for services within seven (7) consecutive days, including the Anniversary Billing Date, shall result in termination of access to the service network and all services shall be reclaimed. A late fee of $20 will be incurred for failure to remit payment for services on or before the monthly Anniversary Billing Date. A $50 reconnect fee will be incurred for failure to remit payment for services after public access has been disconnected. All Customer data remaining after seven (7) days of non-payment will be destroyed for security and privacy reasons, unless otherwise required by law.

11. Data: ECMSmackDown OR awsdmedia.com agrees to use best efforts and commercially reasonable best practices when deploying services related to data integrity, backup, security, and retention. These services include, but are not limited to: hard drive storage, raid hard drive arrays, network attached storage, storage area networks, operating system installs, operating system reloads, customer portal information, and other situations involving customer data. Customer assumes ultimate responsibility for data integrity, retention, security, backup, and ownership. In the event that ECMSmackDown OR awsdmedia.com handles Customer data, i.e., when replacing hard drives, ECMSmackDown OR awsdmedia.com will act in accordance with PCI guidelines to ensure data is securely handled.

12. Identity Use: Customer agrees to use the ECMSmackDown OR awsdmedia.com logo, ECMSmackDown OR awsdmedia.com information, and related services in accordance with ECMSmackDown OR awsdmedia.com's approved marketing guidelines. ECMSmackDown OR awsdmedia.com agrees not to use Customer name, logos, or information without prior written consent of Customer.

13. Permitted Use: By accepting the Master Service Agreement, Customer agrees to use ECMSmackDown OR awsdmedia.com's services solely for their intended purposes. CUSTOMER SPECIFICALLY AGREES NOT TO TAMPER WITH, MAKE DERIVATIVE WORKS OF, REVERSE COMPILE, REVERSE ENGINEER AND/OR DISASSEMBLE ANY OF ECMSmackDown OR awsdmedia.com'S SOFTWARE OR FILES. If Customer violates or exceeds the Permitted Use, ECMSmackDown OR awsdmedia.com reserves the right to immediately terminate Customer's account and will pursue any and all legal remedies available.

14. Laws: CUSTOMER AGREES TO ABIDE BY ALL LOCAL, STATE, AND FEDERAL LAWS PURSUANT TO SERVICES DELIVERED IN GRANDVILLE, MICHIGAN, UNITED STATES OF AMERICA. THIS AGREEMENT IS MADE UNDER AND WILL BE CONSTURED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO CONFLICT OF LAW PRINCIPLES. EXCLUSIVE VENUE AND JURISDICTION FOR ANY AND ALL LEGAL REMEDIES ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL BE DALLAS COUNTY, DALLAS, TEXAS. EACH PARTY IRREVOCABLY CONSENTS TO THE FOREGOING JURISDICTION AND VENUE REQUIREMENTS AND WAIVES ANY AND ALL OBJECTIONS TO SUCH REQUIREMENTS.

15. Indemnification: CUSTOMER AGREES TO INDEMNIFY AND HOLD HARMLESS ECMSmackDown OR awsdmedia.com, ECMSmackDown OR awsdmedia.com'S AFFILIATES, AND ITS RESPECTIVE OFFICERS, DIRECTORS, ATTORNEYS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL CLAIMS, DEMANDS, LIABILITIES, OBLIGATIONS, LOSSES, DAMAGES, PENALTIES, FINES, PUNITIVE DAMAGES, AMOUNTS IN INTEREST, EXPENSES AND DISBURSEMENTS OF ANY KIND AND NATURE WHATSOEVER (INCLUDING REASONABLE ATTORNEYS' FEES) BROUGHT BY A THIRD PARTY UNDER ANY THEORY OF LEGAL LIABILITY ARISING OUT OF OR RELATED TO CUSTOMER'S CONTENT, ILLEGAL ACTIVITY AND/OR ACTUAL OR ALLEGED INFRINGEMENT OR MISAPPROPRIATION OF A THIRD PARTY'S COPYRIGHT, TRADE SECRET, PATENT, TRADEMARK, OR OTHER PROPRIETARY RIGHT.

16. Limitation of Liability: EXCEPT AS DESCRIBED IN THE SLA, ECMSmackDown OR awsdmedia.com SHALL NOT BE LIABLE TO CUSTOMER FOR HARM CAUSED BY OR RELATED TO CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES UNLESS CAUSED BY GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. ECMSmackDown OR awsdmedia.com SHALL NOT BE LIABLE TO CUSTOMER FOR LOST PROFITS, INDIRECT, SPECIAL OR INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES. NOTWITHSTANDING ANYTHING ELSE IN THIS MASTER SERVICE AGREEMENT, THE MAXIMUM AGGREGATE LIABILITY OF ECMSmackDown OR awsdmedia.coma AND ANY OF ITS EMPLOYEES, AGENTS OR AFFILIATES, UNDER ANY THEORY OF LAW SHALL NOT EXCEED THE AMOUNT PAID BY THE CUSTOMER FOR HOSTING SERVICES FOR THE SIX MONTHS PRIOR TO THE OCCURRENCE OF THE EVENT(S) GIVING RISE TO THE CLAIM.

17. Arbitration: Any controversy or claim arising from service or related to this Master Service Agreement or breach therein in excess of $500.00 shall be settled by arbitration in accordance with the commercial arbitration rules of the American Arbitration Association. The venue and jurisdiction requirements set forth above apply to any arbitration proceedings. The resulting judgment rendered by a licensed arbitrator may be entered in any court having valid jurisdiction.

18. Legal Compliance: By accepting this Master Service Agreement, Customer represents and warrants that (i) he/she is not located in a country that is subject to a U.S. Government embargo, or that has been designated by the U.S. Government as a "terrorist supporting" country; and (ii) he/she is not listed on any U.S. Government list of prohibited or restricted parties. Customer further represents and warrants that he/she has full authority and power to execute this Agreement on behalf of the Company he/she represents, if any. Additionally, Customer warrants that he/she is at least 18 years of age or older and are not otherwise legally incapacitated to execute this Agreement.

19. Electronic Signature: Acceptance by Customer of the Master Service Agreement incorporating the Terms of Service, Acceptable Use Policy, Service Level Agreement and Privacy Agreement hereby initiates billable services and is deemed complete by agreement to the terms as described on the online signup form(s) and completion of the ordering process.

Pursuant to Title II of the Digital Millennium Copyright Act, all claims of copyright infringement for material that is believed to be residing on ECMSmackDown OR awsdmedia.com network or servers should be promptly sent in the form of written notice to the Designated Agent for DMCA Notices listed below:

If you believe a ECMSmackDown OR awsdmedia.com client has posted material that infringes your copyright, a notification of a claimed copyright infringement must be provided via email or regular mail to ECMSmackDown OR awsdmedia.com and must include the following information (the list below comes substantially straight from the statute 17 U.S.C. Section 512(c)(3); if you do not understand the language please seek independent advice):

Identification of the copyrighted work claimed to have been infringed, or, if multiple copyrighted works at a single online site are covered by a single notification, a representative list of such works on that site.

Identification of the material that is claimed to be infringing or to be the subject of infringing activity and that is to be removed or access to which is to be disabled, and information reasonably sufficient to permit ECMSmackDown OR awsdmedia.com to locate the material.

Information reasonably sufficient to permit ECMSmackDown OR awsdmedia.com to contact the Complaining Party, such as an address, telephone number, and, if available, an electronic mail address at which the Complaining Party may be contacted.

A statement that the information in the notification is accurate, and under penalty of perjury, that the Complaining Party is the owner, or is authorized to act on behalf of the owner, of an exclusive right that is allegedly infringed.

If you are a ECMSmackDown OR awsdmedia.com client, i.e., subscriber, and you feel that material you have placed online that has been removed following an infringement complaint is in fact not an infringement, you may file a counter notification. 17 U.S.C. Section 512 (g)(3) requires that to be valid, the counter notification must be written and addressed to our agent (listed above) and must provide the following information (the list below comes straight from the statute; if you do not understand the language please seek independent advice):

The subscriber's name, address, and telephone number, and a statement that the subscriber consents to the jurisdiction of Federal District Court for the judicial district in which the address is located, or if the subscriber's address is outside of the United States, for any judicial district in which the service provider may be found, and that the subscriber will accept service of process from the person who provided notification under subsection (c)(1)(C) or an agent of such person.

Our designated agent will present your counter notification to the Complaining Party. Once your counter notification has been delivered, ECMSmackDown OR awsdmedia.com is allowed under the provisions of 17 U.S.C. Section 512 to restore the removed material in no less than 10, nor more than 14, business days, unless the Complaining Party notifies us that it has filed an action seeking a court order to restrain you, the subscriber, from engaging in infringing activity related to the material on ECMSmackDown OR awsdmedia.com’s system or network.

shall be liable for any damages, including costs and attorney's fees, incurred by the alleged infringer, by any copyright owner or copyright owner's authorized licensee, or by ECMSmackDown OR awsdmedia.com, who is injured by such misrepresentation, as the result of ECMSmackDown OR awsdmedia.com relaying upon such misrepresentations in removing or ceasing to disable access to it. ALL Legal matters shall be handled in the state of Florida within the City of Meritt Island

ECMSmackDown OR awsdmedia.com considers user privacy paramount. Additionally, ECMSmackDown OR awsdmedia.com adheres to the Safe Harbor Principles as agreed to and set forth by the United States Department of Commerce and the European Union (“EU”), http://export.gov/safeharbor/. To demonstrate our firm commitment to privacy, the following agreement has been created to explain our policies and procedures in relation to all data collected.

Depending upon the method of collection and use, the data collected may include information about the user from forms, registrations and transactions (such as name, title, address, company, phone number and e-mail address), financial/transaction information (such as credit card, cvv, and payment information), information about use of ECMSmackDown OR awsdmedia.com web sites (such as electronic communications protocols, web pages visited, and cookies) and user preferences and privileges.

ECMSmackDown OR awsdmedia.com may receive data from you as part of the communication connection itself through the standard electronic greeting between your computer and our servers. This information often consists of network routing (where you came from), equipment information (browser type), internet protocol address, date and time. At this time our server will also query your computer to see if there are "cookies" previously set by ECMSmackDown OR awsdmedia.com.com to facilitate log in or other site navigation procedures. A "cookie" is a small piece of information sent by a web server to store in a web browser so it can later be read back from that browser.

Cookies: Some parts of the ECMSmackDown OR awsdmedia.com site use cookies (including signup forms) to collect information about visitors' use of the web site and to facilitate return visits. The information collected from cookies is tracked to enhance security and/or to improve the functionality of the web site by avoiding duplicate data entry, facilitating navigation, and increasing the relevance of content.

Cookies on the site may collect the following information: a unique identifier, user preferences and profile information used to personalize the content that is shown, and user information to access ECMSmackDown OR awsdmedia.com's user forums. Some cookies used by ECMSmackDown OR awsdmedia.com.com may remain on the user's computer after they leave the web site, but the majority is set to expire within 30 - 365 days. There may be some cookies on certain tools that are of longer duration. Cookies may also be of benefit to you by creating a more streamlined login process, keeping track of shopping cart additions and preserving order information between sessions. In the future, as we enable further customization of the site, cookies will help in assuring that information provided to you will be the most relevant to your needs.

While we do not offer an opt-out on the site for cookies, browsers provide you with information and control over cookies. You can set your web browser to alert you when a cookie is being used. You can also get information on the duration of the cookie and what server your data is being returned to. You then have the opportunity to accept or reject the cookie. Additionally, you can set your browser to refuse all cookies or accept only cookies returned to the originating servers. Users can generally disable the cookie feature on their browser without affecting their ability to use the site, except in some cases where cookies are used as an essential security feature necessary for transaction completion.

To engage in transactions for service. Name, address, email, purchase details, and credit card/payment information may be collected and stored as part of the transaction history. The majority of the data collected under this category is contact information. ECMSmackDown OR awsdmedia.com may need to share some of this data (address, payment) with credit card clearing houses, banking institutions, and other similarly situated Agents, who may require the information in order to complete the transaction (as used here, “Agents” are persons or companies who act on behalf of or under the direction of ECMSmackDown OR awsdmedia.com) . ECMSmackDown OR awsdmedia.com will not transfer information to any of its Agents unless it first either ascertains that the Agent subscribes to the Safe Harbor Principles or is subject to the EU Directive on Data Protection or another adequacy finding or enters into a written agreement with such Agent requiring that the Agent provide at least the same level of privacy protection as is required by the relevant Safe Harbor Principles.

To provide future service and support. To provide future service and support. Information collected for this purpose is both contact data and information related to products and service/support requested. This information is also used to provide service, product update, and similar notices.

To select content. Data may be collected to help create web site content and navigation that is most relevant and user friendly. This includes data collected as a result of site navigation as well as data provided in forms.

To provide various ECMSmackDown OR awsdmedia.com communities, such as resellers, with relevant product alerts and updates. These updates are related to product releases, prices, terms, special offers and associated campaigns. This data is sent out as part of the program member signing up for the relevant program or online account.

To better tailor marketing to user needs. We may use information from purchases and requirements to provide you with timely and pertinent notices of product releases and service developments that address your needs and requirements.

To better respond to requests for service or quotes for product and equipment purchase. To better respond to requests for service or quotes for product and equipment purchase. ECMSmackDown OR awsdmedia.com will pass contact information to the appropriate ECMSmackDown OR awsdmedia.com sales person, or reseller for follow-up related to ECMSmackDown OR awsdmedia.com products or services.

From referral "tell a friend" function. If a user elects to use our referral service for informing a friend about our site, we ask them for the friend's name and email address. ECMSmackDown OR awsdmedia.com will automatically send the friend a one-time email inviting them to visit the site. ECMSmackDown OR awsdmedia.com uses this data for the sole purpose of sending this one-time email and tracking the success of our referral program.

As a result of your participation in interactive discussions and public forums. There are parts of the web site that permit you to participate in interactive discussions. Some of these are moderated; all are subject to access for technical reasons. ECMSmackDown OR awsdmedia.com does not control the content that users post and some may serve as public discussion forums. As in any interactive forum open to many users, you should carefully consider whether you wish to submit data and should tailor any other content submitted appropriately.

Please note that some email communications are not subject to general opt-out. These include communications related to downloads; communications about sales transactions; information about software updates, patches and fixes; disclosures to comply with legal requirements; and network upgrades or other related service maintenance.

If an individual’s personal information is to be (a) disclosed to a third party who is not an Agent; or (b) used for a purpose that is incompatible with the purpose(s) for which it was originally collected or subsequently authorized by the individual, then the individual will be notified prior to such disclosure and may opt out of having the information disclosed by responding to the email and/or author of the notification, where such information shall be clearly set forth.

ECMSmackDown OR awsdmedia.com is concerned with the security of the data we have collected and has in placed commercially reasonable measures to prevent unauthorized access to that information. These measures include policies, procedures, employee training, physical access and technical elements relating to data access controls. In addition, ECMSmackDown OR awsdmedia.com uses standard security protocols and mechanisms to exchange the transmission of sensitive data such as credit card details. ECMSmackDown OR awsdmedia.com does not process personal information in a way that is incompatible with the purposes for which it has been collected or subsequently authorized by the individual.

In the event that individual personal data is acquired, or is reasonably believed to have been acquired, by an unauthorized person and applicable law requires notification, ECMSmackDown OR awsdmedia.com will notify the affected individual of the breach by email or fax or, if ECMSmackDown OR awsdmedia.com is unable to contact the individual by email or fax, then by U.S. mail. Notice will be given promptly, consistent with the legitimate needs of law enforcement and any measures necessary for ECMSmackDown OR awsdmedia.com or law enforcement to determine the scope of the breach and to assure or restore the integrity of the data system. ECMSmackDown OR awsdmedia.com may delay notification if ECMSmackDown OR awsdmedia.com or a law enforcement agency determines that the notification will impede a criminal investigation, unless and until ECMSmackDown OR awsdmedia.com or the agency determines that notification will not compromise the investigation.

ECMSmackDown OR awsdmedia.com has established internal mechanisms to verify its ongoing adherence to its privacy policy, including the Safe Harbor Principles. ECMSmackDown OR awsdmedia.com also encourages individuals covered by this privacy policy to raise any concerns about our processing of personal information by contacting ECMSmackDown OR awsdmedia.com at the address below. ECMSmackDown OR awsdmedia.com will seek to resolve any concerns. ECMSmackDown OR awsdmedia.com has also agreed to participate in the dispute resolution program provided by the European Data Protection Authorities.

If we are going to use your data in a manner different from that stated at the time of collection, we will notify you via email. In addition, if we make any material changes in our privacy practices that do not affect user data already stored in our database, we will notify you by email or post a prominent notice on this web site notifying users of the change. In some cases where we post the notice we will also email users who have opted to receive communications from us, notifying them of the changes in our privacy practices.