Terms of Service:

The following Terms of Service govern all products and services provided by D/B/A RayYourDJ.com, its affiliates, successors and assigns "Company" to its customers "Customer".

1. Order, Acceptance and Service.

(a) Unless otherwise stated by an agreement signed in writing by Customer and Company, these Terms of Service shall apply to all products and services provided by Company to Customer.

(b) Company will provide, and Customer will purchase and pay for, the Services specified in the Order for the service fees specified in the Order and the applicable Service Description the "Service Fees".

(c) In connection with any Hosting Services, Customer will not use any product or service in excess of the applicable limits established for the Services in the Service Descriptions. If Customer uses storage space in excess of such applicable limits, Company may, without limiting its other rights or remedies, assess Customer with additional fees or suspend or terminate the Services.

2. Fees, Taxes and Payment.

Customer will pay to Company the Service Fees in the manner set forth in the Order. Company may increase the Service Fees (i) in the manner permitted in the Service Description and (ii) at any time on or after expiration of the Initial Term by providing ten (10) days prior written notice thereof to Customer. The Service Fees do not include any applicable sales, use, revenue, excise or other taxes imposed by any taxing authority with respect to the Services or any software provided hereunder (excluding any tax on Company's net income). All such taxes will be added to Company's invoices for the Service Fees as separate charges to be paid by Customer. All fees are fully earned when due and non-refundable when paid. Unless otherwise specified, invoices for the Service Fees and related charges shall be due and payable within 30 days after the date of the invoice. If any invoice is not paid within 45 days after the date of the invoice, Company may charge Customer a late fee of $15 for such invoice; in addition any amounts payable to Company not paid when due will bear interest at the rate of one and one half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Delinquent accounts may be suspended at Company's sole discretion. In the event of a suspension of the Services, upon a reactivation request by Customer, Customer shall pay Company a reactivation fee in addition to full payment of the outstanding balance due. Reactivation of services will only be performed during Company's normal business hours (Monday through Friday, 9:00 am - 6:00 p.m., Eastern Time, excluding holidays.) If Company collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if Company prevails in any action to which the Customer and Company are parties, Customer will pay all costs of collection, arbitration and litigation, including, without limitation, all court costs and Company's reasonable attorneys' fees. If any Customer payment is returned for insufficient funds Company will impose a processing charge of $25. If two or more Customer payments are returned for insufficient funds in any 6 month period, Company in its sole discretion may require alternative payment methods for all future Customer payments including, without limitation, credit card, money order, or cashier's check.

3. Term and Termination.

(a) Hosting Services will commence on the Effective Date indicated in the Order and continue for the duration of the Initial Term. Thereafter, the Order will automatically renew for successive one month periods unless the Order is earlier terminated in accordance with its terms or either party gives written notice to the other party of non-renewal at least 30 days prior to expiration of the then-current term.

(b) Either party may terminate this Agreement immediately upon the occurrence of any one or more of the following events: (i) the other party fails to pay when due any amounts required to be paid under this Agreement; (ii) the other party breaches any material term or provision of this Agreement (other than a breach described in subsection (i) above), and if capable of cure, such breach remains uncured 30 days after the non-breaching party gives written notice thereof to the breaching party; or (iii) the other party becomes insolvent, makes an assignment for the benefit of its creditors, institutes or becomes subject to any proceeding under any bankruptcy or similar laws for the relief of debtors, or seeks the appointment of, or becomes subject to the appoint of, any trustee or receiver for all or any portion of such party's assets.

(c) Company may terminate this Agreement (i) if the Services are prohibited by applicable law, or become impractical or unfeasible for any technical, legal or regulatory reason, by giving Customer as much prior notice as reasonably practicable or (ii) immediately by giving written notice to Customer, if Company determines in good faith that Customer's use of the Customer website or the Customer Content violates the Acceptable Use Policy.

(d) Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(d), 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled.

(e) Upon termination of this Agreement for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 3(d), 4, 8, 10, 11, 13 and 15 of this Agreement shall survive the expiration or termination of this Agreement for any cause or reason whatsoever, and, notwithstanding the expiration or termination of this Agreement, the parties shall each remain liable to the other for any indebtedness or other liability theretofore arising under this Agreement. Termination of this Agreement and retention of pre-paid fees and charges shall be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Company may be entitled.

(f) Within 30 days after the termination of this Agreement, Customer will pay the Company an amount equal to one hundred percent (100%) of the fees that would become due over the balance of the then-current Term "Termination Charge" to Company unless (i) Company terminated the Order under Section 3(c) or (ii) Customer terminated the Order under Section 3(b). The parties agree that the Termination Charge constitutes consideration for Company's time, effort and expense in preparing and reserving the capacity to perform its obligations hereunder, as actual damages are difficult to ascertain. If Customer terminates the Order in accordance with Section 3(b), or if Company terminates the Order under Sections 3(c)(i) or 12(c), Company shall return to Customer, and Customer shall accept, as Customer's sole and exclusive remedy for Company's breach of the Order, any Service Fees paid in advance by Customer hereunder attributable to Services not yet rendered as of the date of termination.

4. Customer's Representations and Warranties.

Customer hereby represents and warrants to Company, and agrees that during the Term Customer will ensure that: (a) Customer is the owner or valid licensee of the Customer Content and each element thereof, and Customer has secured all necessary licenses, consents, permissions, waivers and releases for the use of the Customer Content and each element thereof, including without limitation, all trademarks, logos, names and likenesses contained therein, without any obligation by Company to pay any fees, residuals, guild payments or other compensation of any kind to any Person; (b) Customer's use, publication and display of the Customer Content will not infringe any copyright, patent, trademark, trade secret or other proprietary or intellectual property right of any Person, or constitute a defamation, invasion of privacy or violation of any right of publicity or any other right of any Person, including, without limitation, any contractual, statutory or common law right or any "moral right" or similar right however denominated; (c) Customer will comply with all applicable laws, rules and regulations regarding the Customer Content and the Customer website and will use the Customer website only for lawful purposes; (d) Customer has used its best efforts to ensure that the Customer Content is and will at all times remain free of all computer viruses, worms, trojan horses and other malicious code; and (e) Customer will use the Services only for business purposes and not for any family, household or personal use.

5. License to Company.

Customer hereby grants to Company a non-exclusive, royalty-free, worldwide right and license during the Term to do the following to the extent necessary in the performance of Services under the Order: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and (b) make archival or back-up copies of the Customer Content and the Customer website. Except for the rights expressly granted above, Company is not acquiring any right, title or interest in or to the Customer Content, all of which shall remain solely with Customer.

6. Company's Acceptable Use Policy.

Customer will abide by, and utilize the Services and the Customer website only in accordance with, the Acceptable Use Policy that Company posts on its website, as such Acceptable Use Policy may be changed by Company from time to time. The Acceptable Use Policy is hereby incorporated herein and made a part hereof by this reference. Customer shall impose the Acceptable Use Policy on its customers and End Users to the extent necessary to ensure their compliance. Customer shall familiarize itself with the Acceptable Use Policy and periodically access Company's website to determine if Company has made any changes thereto.

7. Customer's Responsibilities.

(a) Customer is solely responsible for the quality, performance and all other aspects of the Customer Content and the goods or services provided through the Customer website.

(b) Customer will cooperate fully with Company in connection with Company's performance of the Services. Customer must provide any equipment or software that may be necessary for Customer to use the Services. Delays in Customer's performance of its obligations under this Agreement will extend the time for Company's performance of its obligations that depend on Customer's performance on a day for day basis. Customer will notify Company of any change in Customer's mailing address, telephone, e-mail or other contact information.

(c) Customer assumes full responsibility for providing End Users with any required disclosure or explanation of the various features of the Customer website and any goods or services described therein, as well as any rules, terms or conditions of use.

(d) Customer will provide Company with a registered domain name for the Customer website, or, upon Customer's request and subject to the Domain Name Registration Terms and Conditions that Company posts on its website, the provisions of which are incorporated herein by this reference, Company will register an Internet domain name on behalf of Customer.

(e) Because the Hosting Services permit Customer to electronically transmit or upload content directly to the Customer website, Customer shall be fully responsible for uploading all content to the Customer website and supplementing, modifying and updating the Customer website. Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer website are compatible with the hardware and software used by Company to provide the Hosting Services, as the same may be changed by Company from time to time. Specifications for the hardware and software used by Company to provide the Hosting Services will be available on Company's website. Customer shall periodically access Company's website to determine if Company has made any changes thereto. Company shall not be responsible for any damages to the Customer Content, the Customer website or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer website to be compatible with the hardware and software used by Company to provide the Hosting Services.

(f) Unless the applicable Service Description provides otherwise, Customer is solely responsible for making back-up copies of the Customer website and Customer Content.

Last Modified May 25, 2015