TERMS
This Terms and Services Agreement (“Agreement”) is entered into by and between Fullbay LLC, dba Fullbay (“Fullbay”) and the clients of Fullbay, including the acceptor of this Agreement (“SUBSCRIBER”), and is effective as of the date this Agreement is accepted (“Effective Date”). In consideration of the exchange of promises and covenants contained in this Agreement and other good and valuable consideration, the adequacy and sufficiency of such consideration the parties acknowledge, the parties agree as described below:

SERVICES
SUBSCRIBER will receive from Fullbay, and Fullbay will provide to SUBSCRIBER, repair documentation services (the “Services”). Fullbay, from time to time, may modify, upgrade or otherwise change the manner in which the Services are provided including, but not limited to, the hardware, software, features or environment, so long as such Services are substantially comparable or superior as such Services relate to functionality and reliability as compared to the prior Services being otherwise changed.

PAYMENT FOR SERVICES
SUBSCRIBER will pay Fullbay the fees and charges set forth in the preceding form as determined by the number of logins, the type of such logins, and the number of shops. All monthly charges are due via credit card or ACH auto payment and are not refundable. Acceptance of this form by the SUBSCRIBER authorizes Fullbay to charge the credit card of the SUBSCRIBER on a monthly basis for Services rendered as well as for an initial setup cost. If a credit card charge is attempted and does not go through, the SUBSCRIBER will have three (3) calendar days to resolve the situation. If the situation is not resolved in three (3) calendar days, SUBSCRIBER agrees and understands that a $50 credit card failure fee will be charged to the SUBSCRIBER’s account and service will be terminated following thirty (30) calendar days of non-payment. Service may be re-activated by SUBSCRIBER within sixty (60) calendar days of termination with a payment of all due funds. All payments will be made in U.S. dollars and, absent documented proof of clear negligence by Fullbay, all payments are not refundable. SUBSCRIBER will pay Fullbay all costs and expenses, including reasonable attorney’s fees, incurred by Fullbay in enforcing any of the terms, conditions and provisions in this Agreement, including any of Fullbay’s rights and remedies set forth in this Agreement. In the event SUBSCRIBER wishes to add future logins, each login will be at the same cost of the current logins. If a login is added in the first fifteen (15) days of the billing cycle for the SUBSCRIBER, they will be charged at full cost. If a login is added in the last 15 days of the billing cycle for the SUBSCRIBER, they will be charged at half cost.

TERM AND TERMINATION
This Agreement shall be valid as of the Effective Date for one month and, shall be automatically renewed for successive monthly periods, unless either party gives written notice to the other party of non-renewal at least 30 days prior to termination. Fullbay may, without prior notice, suspend or terminate SUBSCRIBER’s or any other user’s password, account or use of any of the Services, and/or remove and discard, alter or prevent access to any content within the Services, if Fullbay in its sole discretion determines or discovers that SUBSCRIBER violated any material provision of this Agreement. Upon suspension or termination of this Agreement, SUBSCRIBER must pay all fees to the date of termination as provided herein. SUBSCRIBER will have fifteen (15) calendar days from the date of suspension or termination to download and remove any content on the website that is owned by SUBSCRIBER, after which date Fullbay may destroy such content. In the event such content is destroyed, and upon request by SUBSCRIBER, Fullbay shall provide written notice of certification of such destruction. Following termination, the provisions of the following sections shall survive: Term and Termination, Conduct of Users, Fullbay’s Limited Warranty, Confidentiality, Security, Proprietary Rights, Third Party Dealings, Disclaimers and Limitations, Ownership of Data, Governing Law and Venue, And General Provisions.

CONDUCT OF USERS
The Services may be used only by SUBSCRIBER, its authorized users and its authorized agents, including affiliates, joint venture partners, licensees and subsidiaries. As more fully discussed in the Security section of this Agreement, SUBSCRIBER is solely responsible for maintaining the security of its user name(s) and password(s). Any use of SUBSCRIBER’s user name(s) and/or password(s) shall be deemed as authorized by SUBSCRIBER, unless SUBSCRIBER provides advance written notice to Fullbay that its user name(s) and/or password(s) have been compromised. SUBSCRIBER and its authorized users of the services may use the Services only as long as SUBSCRIBER and SUBSCRIBER’s authorized comply with the rules and guidelines (“Rules”) imposed by Fullbay. SUBSCRIBER is solely responsible for compliance with the Rules by SUBSCRIBER and by all other users to whom SUBSCRIBER authorizes access for the Services. A copy of the current Rules is attached, as Schedule A. Any violation of the Rules by any user using the Services will be a breach of this Agreement. Fullbay may amend or supplement the Rules from time to time, and any amended or supplemented Rules shall be posted by hyperlink to Fullbay’s homepage, which posting shall be deemed reasonable and adequate notice to SUBSCRIBER and SUBSCRIBER’s authorized users of the amended or supplemented Rules.

Fullbay`s LIMITED WARRANTY
Fullbay represents and warrants to SUBSCRIBER that the Services will be performed in a manner consistent with industry standards and in compliance with any specifications and requirements set forth in this Agreement. SUBSCRIBER shall notify Fullbay in writing within 30 calendar days after performance of any Services if such Services do not conform to the foregoing warranties. If SUBSCRIBER fails to provide timely written notice to Fullbay, the Services will be deemed to be in compliance with the foregoing warranties. SUBSCRIBER’s exclusive remedy for breach of the foregoing warranties shall be for Fullbay, at its option, to re-perform the Services at no cost to SUBSCRIBER, or, in the event of interruption of the Services, issue SUBSCRIBER a credit in an amount equal to the service charge for the interrupted period.

The foregoing warranties shall not apply to performance issues or defects in the Services that resulted from factors outside of Fullbay’s reasonable control; that resulted from any actions or inactions of SUBSCRIBER or its authorized users; or that resulted from SUBSCRIBER’s equipment or any third parties’ equipment not within the control of Fullbay.

CONFIDENTIALITY
SUBSCRIBER agrees to provide true, accurate and complete information about itself and its authorized users of the Services. All proprietary and confidential information and materials (“Confidential Information”) of either party will be held in confidence by the other party. Confidential Information will include, without limitation, information relating to a party’s business and marketing plans and processes, rates, fees and other terms of pricing of the Services, customers, software, hardware and technology, or quality of performance of the Services. Confidential Information will not include information (a) already known or independently developed by the recipient, (b) in the public domain through no wrongful act of the recipient, or (c) received by the recipient from a third party who was authorized to disclose it. SUBSCRIBER’s Confidential Information will include “Personally Identifiable Information” about SUBSCRIBER and its authorized users. Personally Identifiable Information is information that personally identifies a person or entity. Fullbay will not, nor knowingly permit others to release Personally Identifiable Information without the written consent of SUBSCRIBER. Neither party will use (for itself or for any third party) or disclose, nor permit any other person or entity under its control to use or disclose any Confidential Information, except (A) to employees, agents, third party contractors, or representatives of the recipient who have a “need to know” the information and are subject to an obligation of confidentiality at least as restrictive as the restrictions contained in this Confidentiality section, (B) if required by law or legal process, (C) to enforce this Agreement (including the Rules), (D) to respond to claims that any content violates the rights of third parties, or (E) to protect the rights, property, or personal safety of us, users of the Services or members of the public. Each party will promptly notify the other party if it receives a request for the other party’s Confidential Information (unless notice is prohibited by law), and will reasonably cooperate with the other party’s efforts to seek protection from disclosure. Upon termination of this Agreement, the provisions of this Confidentiality section will survive for a period of three (3) years from the termination date, and each party will either return to the other party all Confidential Information of the other party in its possession or control, or, at the other party’s request, destroy any such Confidential Information.

SECURITY
SUBSCRIBER agrees to keep secure and confidential any user name Fullbay issues to SUBSCRIBER, and any password (whether issued by Fullbay to SUBSCRIBER or created by SUBSCRIBER). SUBSCRIBER will be fully responsible for all activity that occurs under the use of SUBSCRIBER’s user name or password. SUBSCRIBER agrees to immediately notify Fullbay in writing of any unauthorized use of SUBSCRIBER’s user name or password. Fullbay will use commercially reasonable efforts to protect the security of the Services; however, Fullbay does not warrant or guarantee the integrity or the security of the Services or of the content, information or data transmitted through or contained within any portion of the Services.

PROPRIETARY RIGHTS
Fullbay owns or has authority to use any and all rights pertaining to: (a) the content contained in or presented through the Services by Fullbay or by third parties engaged by Fullbay (including, without limitation, text, music, sound, photographs, graphics, video, page layout, Editorial Content (defined below), and design), (b) the software, hardware, files, processes, systems, databases and tools used or provided to SUBSCRIBER by Fullbay or by third parties engaged by Fullbay to provide the Services, (c) other tangible and intangible personal property relating to the Services, and (d) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (sections (a), (b), (c), and (d) in this Proprietary Rights section shall collectively be referred to as “Fullbay Property”).

SUBSCRIBER is prohibited from publishing, distributing via the Internet or any other public computer based information system, creating derivative works (including translating), transferring, selling, leasing, licensing, or otherwise making available to any unauthorized party Fullbay Property.

SUBSCRIBER is granted the right to use that portion, and only that portion, of Fullbay Property that is contemplated in this Agreement. SUBSCRIBER will not copy, revise, alter, modify, decompile, reverse engineer, assemble, or attempt to discover, nor sell, assign, sublicense, encumber, or otherwise transfer any interest in any Fullbay Property, including, without limitation, any object code, source code, underlying processes or algorithms contained therein, other than as is permitted by Fullbay in writing, and SUBSCRIBER will not permit any person or entity to commit or engage in such activities or conduct. SUBSCRIBER acknowledges that any violation of this Proprietary Rights section imposes a serious threat to Fullbay’s business and its ability to exist.

THIRD PARTY DEALINGS
If SUBSCRIBER acquires goods or services from a third party, whether or not the goods or services are used as part of the Services, SUBSCRIBER agrees that its business dealings with that third party are solely between SUBSCRIBER and the third party. Fullbay has no liability for any reason in any way arising from SUBSCRIBER’s relationship with such third parties or the goods or services acquired, including, without limitation, complaints or claims concerning failure to perform, defects in goods or services or otherwise.

Links to other websites or resources may be provided by Fullbay or third parties as part of the Services. SUBSCRIBER agrees that Fullbay has no control over such other websites or resources, and is not responsible in any way for those other websites or resources including without limitation any content, advertising, products or material on or available from such other websites or resources.

DISCLAIMERS AND LIMITATIONS
SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN FULLBAY’S LIMITED WARRANTY SECTION, SUBSCRIBER’S USE OF THE SERVICES AND ANY EQUIPMENT, SOFTWARE AND HARDWARE PROVIDED IN CONNECTION WITH THE SERVICES, IS ON AN “AS IS” BASIS. WHILE FULLBAY WILL EXERCISE ITS BEST EFFORTS TO PROVIDE THE SERVICES, FULLBAY DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICES OR SUCH PROPERTY, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT. NEITHER FULLBAY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES PROMISES, REPRESENTS OR WARRANTS THAT THE SERVICES WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICES OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICES WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FULLBAY HEREBY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY CONTENT PROVIDED TO ANY WEBSITE OR ANY PUBLIC AREA, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICES BY ANY PERSON OR ENTITY.

IN NO EVENT WILL FULLBAY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING ANY OF THE SERVICES BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, GOODWILL, USE, DATA, OR OTHER INTANGIBLE LOSSES (EVEN IF FULLBAY HAS BEEN NOTIFIED OF THE POSSIBILITY OF SUCH LOSSES) ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICES. FULLBAY’S MAXIMUM LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICES WILL BE LIMITED TO THE AMOUNT OF FEES PAID BY SUBSCRIBER TO FULLBAY UNDER THIS AGREEMENT FOR THE TWELVE (12) MONTHS PERIOD IMMEDIATELY PRIOR TO WHEN ANY CLAIM OR CAUSE OF ACTION AROSE.

SUBSCRIBER agrees that any claim or cause of action which SUBSCRIBER may have arising out of a claim related to this Agreement or the Services must be filed within one (1) year after such claim or cause of action arises, or the claim or cause of action will forever be barred.

Each party must provide written notice to the other party at least thirty (30) calendar days prior to filing or otherwise initiating any action, charge or lawsuit against the other. The written notice must describe the factual basis for the dispute, and provide at least thirty (30) calendar days for the receiving party to remedy, cure or otherwise resolve the matters stated in the notice.

Fullbay will not be liable for failure or delay in performing the Services or other obligations under this Agreement if the failure or delay is due to circumstances beyond Fullbay’s control including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunication or third party services (including DNS propagation), failure of third party software or hardware, or inability to obtain raw materials, supplies, or power used in equipment needed for the provision of the Services.

OWNERSHIP OF DATA
Fullbay agrees that SUBSCRIBER’s documents are the exclusive property of SUBSCRIBER. Fullbay agrees that it will protect SUBSCRIBER’s property interests and rights in and to such documents. Fullbay agrees that it shall not at any time challenge or contest the validity or ownership of SUBSCRIBER of such documents, and that nothing in this Agreement shall be construed to limit SUBSCRIBER’s property rights in such documents. Upon the request of SUBSCRIBER at any time, and upon the termination of this Agreement, Fullbay shall transmit to SUBSCRIBER a copy of SUBSCRIBER’s documents, subject to reasonable fees to be paid by SUBSCRIBER to Fullbay. Upon termination of this Agreement, Fullbay shall not use or disclose any SUBSCRIBER documents, and shall certify the destruction of all such documents.

INDEMNIFICATION
SUBSCRIBER agrees to indemnify and hold Fullbay (as well as its parents, subsidiaries, affiliates, officers, members, shareholders, employees, agents and representatives) harmless from any and all claims, liability and expenses (including without limitation, reasonable attorneys’ fees) arising out of or related to SUBSCRIBER’S use of the Services (unless the claim directly relates to Fullbay’s misconduct), SUBSCRIBER’S breach of any provision of this Agreement, or any claim arising out of content posted or transmitted by any person or entity associated with or authorized by SUBSCRIBER (other than Fullbay) through the use of the Services. Fullbay reserves the right, to select counsel of its own choosing for and otherwise to control its own defense, at SUBSCRIBER’s expense, of any matter subject to indemnification by SUBSCRIBER, which shall not excuse SUBSCRIBER’s indemnity obligations.

NOTICES and STATEMENTS
Except as otherwise specifically provided in this Agreement, all notices and statements may be sent by electronic mail, facsimile or overnight delivery to the electronic mail address, fax number or delivery address most recently provided in writing or via online submission to the other party. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For facsimile and electronic mail deliveries, notices and statements will be deemed to be upon transmission.

SUBSCRIBER EXPRESSLY CONSENTS TO RECEIVE TELEPHONE CALLS, FAXES AND EMAILS FROM FULLBAY OR ANY OF FULLBAY`s EMPLOYEES, AGENTS OR OTHER REPRESENTATIVES IN ANY WAY ARISING FROM THIS AGREEMENT OR THE SERVICES DESCRIBED IN THIS AGREEMENT.

Evidence of successful transmission shall be retained. As of the date of execution, the addresses for the SUBSCRIBER is as entered in the address portion of this form and the address for Fullbay is:

Fullbay Inc
515 E Grant St
Phoenix, AZ 85004
Phone: (385) 225-3329
Email for Notices and Billing Questions: info@fullbay.com

GOVERNING LAW AND VENUE
This Agreement is entered into in the state of Arizona. This Agreement and any rights, remedies, or obligations provided for in this Agreement shall be construed and enforced in accordance with the laws of the state of Arizona without regard to the conflicts provisions thereof. Any and all disputes that in any way arise out of or bear any relationship with this Agreement shall be litigated only in courts having sites in Phoenix, Arizona.

SUBSCRIBER will pay Fullbay all costs and expenses, including reasonable attorney’s fees, incurred by Fullbay in enforcing any of the terms, conditions and provisions in this Agreement, including any of Fullbay’s rights and remedies set forth in this Agreement.

GENERAL PROVISIONS
The parties represent and acknowledge that this Agreement constitutes a single, integrated, written contract expressing the entire understanding and agreement between and among the parties and regarding the releases set forth herein, and that all prior agreements, contracts, negotiations, promises, offers, acceptances, representations, warranties, covenants and understandings in any way relating to this Agreement set forth herein are merged and integrated into the terms and conditions of this Agreement. If any portion, provision, or part of this Agreement is held, determined, or adjudicated to be invalid, unenforceable or void for any reason whatsoever, each such portion, provision or part shall be severed from the remaining portions, provisions or parts of this Agreement and shall not affect the validity or enforceability of any remaining portions, provisions or parts. The Rules (defined below) may be amended at any time by Fullbay as otherwise provided in this Agreement. Otherwise, any amendment of this Agreement will require the written consent of both parties. No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of this Agreement shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver shall be effective unless made in writing and signed by an authorized representative of the party against whom such waiver is sought. Titles and headings are included solely for convenient reference and are not part of this Agreement. SUBSCRIBER may not assign any of its rights or obligations (in whole or in part) without the prior written consent of Fullbay, which shall not be unreasonably withheld. Subject to the express exclusions and limitations set forth in this Agreement, all remedies set forth in this Agreement are cumulative and in addition to and not in lieu of any other remedies of any party at law or in equity. No person or entity is intended to be a third party beneficiary of any provision of this Agreement. The parties represent and warrant that they have full authority to execute and deliver this Agreement and to perform their obligations under this Agreement, and that the person whose signature appears below is duly authorized to enter into this Agreement on behalf of the party whom they represent.

Should Fullbay assign or transfer Agreement to another entity, internal or external, foreign or domestic, for any reason, the Agreement with the SUBSCRIBER shall be valid for a period of no less than two (2) years from the date of execution. If the agreement is broken by the new entity, then a refund of the setup cost will be due to the SUBSCRIBER.

SCHEDULE A - RULES AND REGULATIONS
These Rules and Regulations (the “Rules”) supplement the terms of the Services Agreement (the “Agreement”) to which they are attached. Unless they are defined differently in this Schedule A, all terms have the meanings set forth in the Agreement.

These Rules are intended to explain the obligations of SUBSCRIBER and other users of the Services as to their conduct while using the Services. SUBSCRIBER is responsible for compliance with these Rules by all of SUBSCRIBER’s authorized users of any of the Services. Failure of any such user to comply with these Rules may be a breach of the Agreement and may result in, among other things, the termination of the Agreement and/or any or all of the Services, the denial of access to one or more of the Services, the refusal to post or transmit, or the alteration or removal of material from a website or other area. The Rules are subject to change as provided in the Agreement.

Terms of Service
Users shall comply with Terms of Service, as may be modified and adopted by Fullbay.

Unlawful Use
SUBSCRIBER or any of its users shall not upload, transmit or post any material, or engage in any other use of the Services that violates any law, rule or regulation, defames or libels any other person or entity, infringes any other person’s or entity’s rights, including, without limitation, any intellectual property or privacy rights, or otherwise could impose civil or criminal liability. Fullbay reserves the right to notify any governmental entity, law enforcement authority, or any other party that it deems appropriate in its sole discretion, of any such activity. Uploading, posting or transmitting any content that infringes any patent, trademark, trade secret, copyright, publicity or proprietary right of any person or entity will be grounds for immediate termination of the Services or other corrective action.

Defamatory or Abusive Material
SUBSCRIBER or any of its users shall not upload defamatory, obscene, profane, vulgar, threatening, offensive, abusive, inaccurate or illegal material.

Unauthorized Access
SUBSCRIBER or any of its users shall not access, or attempt to access, another person’s or entity’s accounts without proper authorization to do so, or attempt to disrupt or interfere with the Services in any manner. Each of SUBSCRIBER and any of its users, must register and maintain a valid email address with Fullbay in order to receive system notifications.

Use and Data Storage
Fullbay may establish and change from time to time general practices and limits on the use of the Services, the amount of central processing unit (CPU) processing, bandwidth and disk usage, and levels of activity. Fullbay will use commercially reasonable efforts to provide all SUBSCRIBERS with advance notice of these practices and limits. Violation of these practices and limits will be considered a violation of these Rules.

Other Activities
SUBSCRIBER or any of its users shall not engage in any other activity that Fullbay determines in its sole discretion may be harmful to other Users or the Services.

Fullbay does not in the ordinary course pre-screen or monitor content of the database or any other communications. However, Fullbay reserves the right, but does not assume any obligation, to determine in its sole discretion what is and is not acceptable content in connection with the Services, to limit placement of any content in a database or on any other area provided in connection with the Services, to use commercially reasonable efforts to remove, alter or block access to any offensive, objectionable, or unacceptable content immediately and without prior notice, to determine in its sole discretion what is and is not an appropriate conduct and use of any of the Services, and to cease providing or bar access to any or all of the Services to any user at any time, for any reason or for no reason, without prior notice. Fullbay reserves the right, but does not assume any obligation, to monitor and investigate complaints regarding any of the foregoing, and SUBSCRIBER agrees to grant Fullbay access to SUBSCRIBER’s account at any time without notice, and to cooperate fully with Fullbay in providing access and information as may be requested at any time and from time to time. SUBSCRIBER agrees that any reservation of rights by Fullbay imposes no obligation of any kind on Fullbay to take any of the foregoing actions.