Wine Country / About Wine, Food, and Wine Country Living

TERMS AND CONDITIONS

1. Service.
Under the terms below, FreeRun Technologies Inc. (FTI) will provide the services specified overleaf to Client. Client’s WWW pages/files may or may not be housed on FTI equipment. Under this agreement, FTI has no responsibility for the design or maintenance of Client’s web pages. FTI web site updates can affect linking locations. Linking locations are subject to change without notice.

2. Warranty.
Client warrants that the use and distribution of the content of Client’s web pages will not infringe or violate any third party's copyright or other intellectual property rights, rights of privacy, or other legal rights, or any applicable governmental regulations or Internet guidelines or protocols. Client will defend, indemnify, and hold harmless FTI for any breach of such warranty.

3. Payment.
Client will pay all fees as specified in this Agreement. Payments can be made monthly or prepaid for the initial 12 months of this Agreement after which payments will be due on a monthly basis. Should the client pre-pay for the initial 12-month period, a 10% discount will apply to the monthly payments only. FTI reserves the right to increase prices by giving not less than 60 days notice to Client. Payment must be made in the form of a check drawn on a US Bank or by VISA, MasterCard, Diners Club/Carte Blanche or JCB credit card. Service will be established upon receipt of signed contract and the appropriate payment. If a marketing partner/ return link rate is agreed upon and Client removes the link to FTI’s URL, the monthly fees to Client will be automatically increased by 50% payable immediately.

4. Taxes.
Client will be responsible for, and will pay, any and all taxes in connection with the payments made to FTI under this Agreement, except for taxes on FTI’s net income.

5. Insufficient Funds
There will be a $25.00 service fee to re-process a returned check or denied credit card payment.

6. Late Payments.
If any monthly payment is not received by the due date Client will be charged a late fee penalty of 2.0% of the overdue amount for each month, or part thereof, that the payment is late (or, if lower, the maximum amount permitted by law). If any payment is more than 15 days overdue, FTI will be entitled (but not obliged) to remove all links to Client’s site from the FTI website until full payment of all outstanding amounts is received and may, at its option, cancel this Agreement. Re-linking will be at the absolute discretion of FTI and a re-linking fee of an amount from time to time specified by FTI will apply. The current re-linking fee is $350.00 per link.

7. Term and Cancellation.
Subject to these terms and conditions, this Agreement will begin on the date specified overleaf and will terminate upon cancellation in accordance with this Agreement. Either party may terminate this agreement by giving not less than 60 days written notice of cancellation to the other party. Either party may cancel this Agreement without notice in the event of insolvency or bankruptcy of the other party or in the event of any material breach or non-performance of this Agreement by the other party. There will be no refund of any prepaid charges if Client cancels for any reason.

8. Limitations of Liability.
CLIENT HEREBY CONFIRMS THAT IT IS NOT ENTERING INTO THIS AGREEMENT IN RELIANCE UPON ANY EXPRESS OR IMPLIED PROMISE, REPRESENTATION, WARRANTY, UNDERTAKING OR OBLIGATION OF FTI NOT OTHERWISE SPECIFIED HEREIN. IN NO EVENT WILL FTI BE LIABLE TO CLIENT FOR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), PRODUCT LIABILITY, OR OTHERWISE, AND WHETHER OR NOT FTI HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. FTI'S TOTAL LIABILITY TO CLIENT IN RESPECT OF ANY BREACH OF THIS AGREEMENT WILL BE LIMITED TO THE PAYMENTS RECEIVED FROM CLIENT UNDER THIS AGREEMENT.

9. Force Majeure.
FTI will not be liable for, and will not be considered to be in breach of or in default under this Agreement on account of, any delay, failure or inability to perform as required by this Agreement as a result of any causes or conditions which are beyond its reasonable control, including, without limitation, acts of God, acts of war, earthquake, flood, embargo, riot, sabotage, labor shortage or dispute, government act, failure of the Internet or loss of power for any period. If such an event occurs, FTI will give notice thereof to Client and will use commercially reasonable efforts to minimize the impact of such event.

10. General.
This Agreement will be governed by the laws of the State of California, constitutes the complete and exclusive agreement of the parties regarding its subject matter, and supersedes all prior understandings and agreements, whether written or oral. Any waiver or modification of any provision of this Letter Agreement will be effective only if signed by the parties.