NewlingCo LLC Terms of Service.

Upon making payment for services detailed in this invoice, the customer acknowledges and agrees that the customer accepts and is placing an Order for the services as detailed and agrees to these terms and conditions.

The Order will be deemed to be an offer by the customer to purchase the Service(s) from NewlingCo LLC subject to these TOS. No Order shall be accepted by NewlingCo LLC until NewlingCo LLC sends the customer an email notification of acceptance of the Order.

The date on which NewlingCo LLC provides notice of acceptance of the Order shall be considered the Effective Date of this Agreement. The Term of the Service(s) will commence as of the Effective Date.

For the purposes of these TOS, "Service" means anything provided by NewlingCo LLC under these TOS.

The Services will be provided to the customer as configured for the NewlingCo LLC standard customer. NewlingCo LLC might modify, update, or upgrade the Services and/or add, remove, or modify any software, functionality, or configuration installed on or used by the Services at any time with or without prior notice. The customer bears the ultimate responsibility to ensure that the Services are configured to meet operational, privacy, and security needs. Customer hardware, software, and any other items deemed necessary to use the Services shall be compatible with the Services. NewlingCo LLC will not be obliged to modify the Services to accommodate any specific customer use.

All materials, documentation, articles, applications, software, videos, or any other content produced by NewlingCo LLC in whole or in part shall be and remain the intellectual property of NewlingCo LLC in perpetuity and may be used at the company's sole discretion.

To the maximum extent applicable under national law and without affecting the customer's rights as a Consumer, the Services will be provided on an "as-is" basis.

The proprietary and third-party software NewlingCo LLC may offer as part of the Service(s) will be provided as-is and will be subject to availability and all warranty disclaimers and limitations of liability set out herein.

The customer is responsible for payment of the fee(s) set out on the Invoice for the Order (the "Fees"). All fees must be paid in advance for the entire term or renewal term as set out on the Order.

The customer acknowledges and agrees to pay the fee for the respective Service(s) as indicated on the Invoice for the Order. NewlingCo LLC reserves the right to change the fees at any time without notification. Changes in fees shall be effective immediately and will apply to the customer as of the next purchase or renewal.

All NewlingCo LLC Fees are net of applicable taxes unless explicitly stated otherwise. The customer is responsible for all taxes levied on the Services.

The customer's account(s) will not be activated or renewed until all outstanding fees are paid to NewlingCo LLC. Domain name registration fees must be paid in full before the customer's domain name registration will be processed.

In case of delay in payment of any fee(s) due, for whatever reason, NewlingCo LLC may continue to attempt to collect payment from the payment method on file, suspend and/or terminate the Services, and pursue collection of costs incurred by NewlingCo LLC — including without limitation any court and legal fees and NewlingCo LLC's reasonable attorneys' fees. NewlingCo LLC is not responsible for any deleted or lost Customer Content that results from any suspension or termination of the Service(s).

All NewlingCo LLC Services are by default set to renew automatically, or as detailed in the invoice, with the exception of Reseller Shared Hosting accounts and upgrades.

It is the customer's responsibility to ensure that the customer has paid the fees and that a renewal has been processed.

If the customer no longer needs a Service or is unsatisfied with its performance, the customer can cancel it by contacting NewlingCo LLC in writing. Cancellation requests must be received by NewlingCo LLC at least seven (7) days prior to the service renewal due date. Cancellations shall become effective as of the date of the service's next payment due.

To the maximum extent applicable under national law and without affecting the customer's rights as a Consumer, the Cancelation Policy is the customer's sole and exclusive remedy should the customer decide to withdraw from this Agreement.

The customer acknowledges and agrees that the use of the Service(s) and any Content uploaded, stored, published, and displayed on or through the Service(s) are in compliance with these TOS and all applicable laws — including laws of the jurisdiction where the Service or Content is uploaded, hosted, stored, accessed, or used. The customer shall implement any restrictions necessary in order to prohibit use of the Services by any third party or in any jurisdiction, as required to comply with such laws.

The customer shall indemnify, defend, and hold harmless NewlingCo LLC and its respective officers, directors, shareholders, employees, agents, and representatives against all damages, claims, liabilities, losses, and other expenses — including without limitation reasonable attorneys' fees and costs, whether or not a lawsuit or other proceeding is filed — that arise directly or indirectly from the customer's or the customer's End Users' acts or omissions.

The customer acknowledges and agrees that NewlingCo LLC may periodically run a series of scripts (audit) on the Service(s) to determine what third-party software is installed on the Service(s) and how many Users have access to each piece of software. The customer authorizes NewlingCo LLC to disclose the results of such audits to third parties. The customer shall indemnify NewlingCo LLC against any costs, claims, losses, damages, liabilities, and/or expenses — including reasonable legal costs — incurred and/or suffered as a result of any failure by the customer to be properly licensed in respect of the use of third-party software.

The customer acknowledges and agrees not to make any modification or alteration of any part of the NewlingCo LLC Service(s), software, or related technologies — and not to modify, copy, distribute, transmit, display, perform, reproduce, publish, license, commercially exploit, create derivative works from, transfer, or sell any content, software, or services contained on NewlingCo LLC Sites, except where explicitly authorized by NewlingCo LLC.

The customer is responsible to make backup copies of all Content uploaded, stored, published, and displayed on or through the Service(s) in a location independent of NewlingCo LLC — and will not use NewlingCo LLC Backup Services as the sole backup.

The customer may upload, store, publish, display, and disclose information, text, files, emails, images, designs, graphics, photos, videos, sounds, software, and other content on or through the Services ("User Content"). User Content includes any content posted by the customer or by users of any of the customer's websites hosted through the Services ("User Websites"). The customer is solely responsible for any and all User Content and any transactions or other activities conducted on or through User Websites. By posting or disclosing User Content on or through the Services, the customer represents and warrants to NewlingCo LLC that (i) the customer has all necessary rights to display and disclose such content, and (ii) the customer's posting or disclosure of User Content does not violate the rights of NewlingCo LLC or any third party.

NewlingCo LLC accepts no responsibility for User Content or any other information passing through NewlingCo LLC Services. NewlingCo LLC may monitor User Content but is under no obligation to do so. If the customer or the customer's End Users post or publish any material in violation of these TOS, in order to resolve the issue NewlingCo LLC reserves the right to review the Content and immediately take any corrective action — including without limitation removal of part or all of the User Content or User Websites, suspension or termination of any and all Services with no refund. The customer hereby agrees that NewlingCo LLC shall have no liability due to or arising out of any corrective action that NewlingCo LLC may undertake.

NewlingCo LLC provides technical support for issues related to the functionality of any Service(s) and features purchased from NewlingCo LLC. NewlingCo LLC technical support is available for all customers and is provided on an as-is, as-available basis.

If the customer requests technical support, the customer agrees that NewlingCo LLC may have full access to the Services and/or Content. It is the customer's obligation to perform a backup of the customer's data and files prior to requesting technical support. The customer understands and agrees that any modifications NewlingCo LLC performs in order to address the technical support issue may affect the functionality of the customer's website and/or Services. It is the customer's responsibility to ensure that the website is operational and the Services are configured to the customer's needs once NewlingCo LLC completes work on the request.

NewlingCo LLC retains the right not to process the customer's technical support request(s) if: (i) the customer violates these TOS; (ii) the customer is abusive towards NewlingCo LLC employees or subcontractors; (iii) the need for Technical Support Services is due to any modification or attempted modification of the Services made by the customer or any third party outside of NewlingCo LLC's control, or the customer's failure to implement changes recommended by NewlingCo LLC.

The customer acknowledges and agrees that it is the customer's responsibility to regularly back up all Content in order to prevent potential data loss.

The Term for each Service the customer purchases shall be set out on the Order. The Term may be extended, and NewlingCo LLC shall be allowed to terminate any Agreement with or without notice with immediate effect.

It is important to understand that certain Services are bundled together. As a result, termination of the Services that provide hosting (Hosting Account) may result in immediate termination of multiple aspects of the Services. Upon termination, any information, data, content, and files stored by the customer on NewlingCo LLC servers shall be deleted. IP addresses and server space are recycled. It is the customer's obligation to ensure that the customer arranges to migrate website(s) or content off NewlingCo LLC servers and relinquish the use of the IP address assigned to the customer in connection with the use of the Service(s) prior to termination. NewlingCo LLC has no obligation to provide any Service(s) to the customer including forwarding of email(s) following termination.

In the event of any dispute, controversy, or claim arising out of or related to this Agreement, the customer and NewlingCo LLC shall use reasonable effort to settle such disputes or differences.

This agreement to arbitrate disputes includes all claims arising out of or relating to any aspect of these Terms — whether based in contract, tort, statute, fraud, misrepresentation, or any other legal theory — and regardless of whether a claim arises during or after the termination of these Terms. The customer acknowledges and agrees that, by entering into this Agreement, the customer and NewlingCo LLC are waiving the right to a trial by jury. If the customer initiates litigation or any other proceeding against NewlingCo LLC in violation of the agreed arbitration procedure, the customer agrees to pay NewlingCo LLC reasonable costs and attorneys' fees incurred in connection with NewlingCo LLC's enforcement of the articles regulating the arbitration proceeding.

Any arbitration between the Parties will be governed by the Consumer Arbitration Rules of the American Arbitration Association ("AAA") as modified by these Terms, and will be administered by the AAA. The AAA Rules and filing forms are available online at www.adr.org. If there is a discrepancy between AAA Rules and the rules set forth in these TOS, the rules specified in the TOS shall apply. All disputes subject to arbitration shall be resolved by one neutral arbitrator that shall be bound by this TOS. The method and location of the arbitration at the AAA location shall be chosen by NewlingCo LLC. The decision of the arbitrator shall be made in writing containing the essential findings and conclusion on which an award, if any, is based. The decision of the arbitrator shall be final and binding on the Parties, save in the event of fraud, manifest mistake, or failure by the arbitrator to disclose any conflict of interest. The decision of the arbitrator may be enforced by any court of competent jurisdiction and may be executed against the person and assets of the losing party in any jurisdiction.

A party who intends to initiate an arbitration procedure to settle the dispute must first notify the other Party by sending a written notice that must contain full contact details, the nature and basis of the dispute/claim, and the relief requested. If the Parties may not reach an agreement to resolve the dispute within 60 days following the receipt of the dispute notice, each Party may initiate an arbitration proceeding under this TOS. Any claim or dispute to which arbitration procedure applies must be filed within one year of the date the customer could first file the claim, unless local law requires a longer time to file claims. If the claim or dispute is not filed within that time, it is permanently barred.

The AAA rules will govern payment of filing fees and the AAA's and arbitrator's fees and expenses.

Both Parties agree that any disputes not subject to arbitration procedure and class action waiver provisions in this TOS shall be governed by the substantive law of the city of Mesa, Arizona.

Waiver. If at any time during the term of this Agreement NewlingCo LLC fails to insist upon strict performance of any of the customer's obligations — or if NewlingCo LLC fails to exercise any of the rights or remedies to which NewlingCo LLC is entitled under this Agreement — this shall not constitute a waiver of such rights or remedies and shall not relieve the customer from compliance with such obligations. A waiver by NewlingCo LLC of any default shall not constitute a waiver of any subsequent default. No waiver by NewlingCo LLC of any term of this Agreement shall be effective unless it is communicated by the customer in writing.

Assignment & Successors. The customer may not assign or transfer this Agreement or any of its rights or obligations hereunder without NewlingCo LLC's prior explicit written consent. The customer acknowledges and agrees that NewlingCo LLC may assign its rights and obligations under this Agreement and may engage subcontractors in performing its duties and exercising its rights hereunder — without the customer's further explicit consent.

Independent Contractors. This Agreement does not create any agency, partnership, joint venture, or franchise relationship. Neither party has the right or authority to — and shall not — assume or create any obligation of any nature whatsoever on behalf of the other party or bind the other party in any respect whatsoever.

Severability. If any of the provisions contained herein, or of the applicable policies of NewlingCo LLC, shall for any reason be held invalid, illegal, or unenforceable in any respect by a court of competent jurisdiction, such provision(s) will be changed to accomplish the objectives of the provision under any applicable law. The validity or enforceability of any other provision of this Agreement and the policies announced on the NewlingCo LLC site shall not be affected.

Force Majeure. With the exception of the customer's payment obligations, neither Party will be responsible for any interruption, delay, or other failures to fulfill any obligation under this Agreement resulting from acts of God, storms, flood, riots, fire, acts of civil or military authority, war, terrorism, epidemics, pandemics, shortage of power, telecommunications or internet service interruptions, or other acts or causes reasonably beyond the control of that Party. In the event of an occurrence of a Force Majeure, the Party whose performance is affected thereby shall give to the other Party notice of suspension as soon as reasonably practicable — stating the date and extent of such suspension and the cause thereof — and such Party shall resume the performance of such obligations upon the cessation of such Force Majeure and its effects. If a Force Majeure event continues to exist for more than twenty (20) consecutive days, each Party shall be entitled to terminate the Agreement for affected Services.