These terms and conditions create a contract between you and Submit Digital LLC DBA MageSafe (the “Agreement”). Please read the Agreement carefully. To confirm your understanding and acceptance of the Agreement, click “Agree.”

1. SERVICES.
MAGESAFE agrees to provide services to client as detailed in this agreement and as set forth in Attachment A (the “Service”).

2. TERM.
This Agreement will be effective upon payment of the first invoice, and shall continue for a minimum period of thirty (30) days. Upon completion of the initial period, either party may terminate this Agreement upon thirty (30) days prior written notice by either party to the other.

3. FEES.
Client shall pay fees as set forth in Attachment B for all services. All services are billed monthly in advance.

4. MAINTENANCE OF SERVICE.
MAGESAFE agrees to use its best efforts to provide and maintain the system operating the Services in accordance with the operating specifications. MAGESAFE assumes, however, no responsibility to Client for any interruption of Service which is caused by malfunction or failure of equipment or circumstances beyond the control of MAGESAFE.

5. WARRANTY.
MAGESAFE warrants that it will provide the Service as described in this Agreement. Except as set forth in paragraph 9 below, MAGESAFE shall have no liability whatsoever to Client resulting from failure to perform any of its obligations under this Agreement. In no event shall MAGESAFE be liable to Client for any lost profits or consequential, incidental or punitive damages. MAGESAFE makes no other warranties expressed or implied as to services to be supplied hereunder and disclaims any implied warranties of merchantability or fitness for a particular purpose.

6. RESPONSIBILITIES OF PARTIES.
The respective responsibilities of the Client and MAGESAFE under this Agreement shall be reached by mutual agreement and set forth in Attachment A.

7. SERVICE CONFIDENTIALITY.
The confidential information protected under this Agreement shall consist of the computer system software operating the Service and all information and proprietary data related thereto, and any derivative works thereof as well as research, development, trade secrets or business affairs of MAGESAFE, its employees, subsidiaries, affiliates or agents. Confidential information shall be kept in strictest confidence and shall be protected by all reasonable and necessary security measures. The confidential information shall not be released except to employees utilizing this Service in the course of their employment. Client is prohibited from using any portion of the computer system or Service for any purposes other than those provided for under this Agreement.

8. DATA CONFIDENTIALITY.
MAGESAFE shall hold in strictest confidence all information relating to the transactions processed and business affairs of the Client. Nothing in this paragraph, however, shall prevent or prohibit MAGESAFE from providing access to such information upon request for purpose of regulation, program approval examination, or investigation upon order by applicable state or federal regulatory agencies and authorities as may be required by law process.

9. INDEMNIFICATION.
Client shall indemnify and hold MAGESAFE harmless from any and all claims, actions, suits, proceedings, costs, expenses, and damages arising out of a result from Client’s use of the Service except as resulting from negligence of MAGESAFE or breach by MAGESAFE of the terms of this Agreement. MAGESAFE shall indemnify and hold Client harmless from any and all claims, actions, suits, proceedings, costs, expenses, damages and liabilities, including reasonable attorney’s fees, which arise out of a result from negligence of MAGESAFE or breach by MAGESAFE of any term of this Agreement.

10. MISCELLANEOUS.
A. This Agreement, including all Attachments, constitutes the complete Agreement superseding any previous agreements or understanding. It may be modified only in writing and signed by both parties.

B. All notices required hereunder shall be writing and shall be deemed duly given on the details, if sent by registered or certified mail, return receipt requested.

C. Either party, at its option, may assign this Agreement, with the consent of the other party, which consent will not unreasonably be withheld, to any other party.

D. The waiver by either party hereto of any breach of this Agreement by the other shall not be deemed to be a waiver of any proceeding or succeeding breach thereof.

E. This Agreement is not a joint venture or partnership, and each party is entering the relationship as a principal and not as an agent of the other.

F. If any portion of this Agreement shall be held to be invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision thereof, and this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.

G. Client agrees that any legal action involving this Agreement in any way will be instituted in the State of California, and the Client consents to jurisdiction of the courts of the State of California over his person for purpose of such legal action.

H. This Agreement shall be construed in accordance with the laws of the State of California.