Staging Provisioning Agreement

The terms outlined below give us permission to make a copy of your site for testing and debugging purposes.
If you have any questions please let us know in your support ticket.

Terms of Service

Summary of the Fine Print Below
Sandhills Development, LLC d/b/a WP Simple Pay is pleased to facilitate debugging services for our products via WPEngine,
ensuring your site stays live while we work out the kinks. Rest assured that any data or other
information we request from you will only be used for support and debugging. As soon as we
solve the problem, all of the website data and information you sent us will be deleted forever.
None of the data or information you share with us will go public, ever. Please note – this
summary is not a part of the Contract, and therefore is not legally binding in any way. We
provide it to you simply for ease of reference.

Contract
These Terms of Service set forth the terms and conditions pursuant to which Sandhills Development, LLC d/b/a WP Simple Pay
(“we”, “us”, or “our”) will facilitate staging services via WPEngine (“Staging Services”) for you
(“Agreement”). We may update this Agreement from time-to-time. In the event of a material
change to this Agreement, we will provide you with written notice. Your continued use of the
Staging Services following such updates constitutes your acceptance of the same. If you do not
agree to the terms of any modification, you may terminate this Agreement in accordance with the
Termination section below.

Provision and Use of the Staging Services
• Subject to the terms and conditions of the Agreement, we will facilitate Staging Services
to Customer. The Staging Services may only be used for their intended purposes and in
accordance with this Agreement. You shall provide us with all assistance as reasonably
required for us to activate and operate the Staging Services.

• You acknowledge that we may engage third parties to provide or enable elements of the
Staging Services.

• From time-to-time we may cease facilitating aspects of the Staging Services. Should
components of the Staging Services come to an end, we will attempt to replace them with
comparable components, but may not be able to do so. Our decision to cease facilitating
aspects of the Staging Services is not a breach of this Agreement.

• We do not provide backup. While WPEngine does provide backup, there is no guarantee
that the backup will work properly and that the content will be completely recovered or
formatted properly. You are solely responsible for keeping a separate backup of any data
that you do not want to lose.

Proprietary Rights
• We do not claim any ownership rights in your content that you provide to us in
connection with the Staging Services (“Customer Content“). However, to facilitate the
Staging Services, we need you to grant us a right to use the Customer Content. As such,
you hereby grant to us, our affiliates, providers of Third Party Services, and
subcontractors a non-exclusive, fully-paid, perpetual, royalty-free, transferable,
revocable, worldwide license to use and modify the Customer Content (in whole or in
part) but only to the extent necessary to facilitate the Staging Services.

Warranties
• Each party represents and warrants that it has the power, authority and legal right to enter
into this Agreement and to perform the obligations set out in it, and those set out in
contracts incorporated by reference.

• Customer represents and warrants that it owns or has a license for all intellectual property
and other proprietary rights . At our request, Customer will provide us evidence of this
ownership or license. Customer represents and warrants that our use of the Customer
Content in accordance with such license will not infringe the intellectual property or
other proprietary rights of any individual or entity. Customer also represents and
warrants that all information it provides to us is complete, accurate and up-to-date.
Finally, Customer represents and warrants that if it is a natural person, that it is over
eighteen years of age.

Disclaimer
• THE STAGING SERVICES ARE PROVIDED AS-IS, AS AVAILABLE, AND WITH
ALL FAULTS. EXCEPT AS EXPRESSLY PROVIDED IN THE WARRANTIES
SECTION, ABOVE, (i) WE MAKE NO WARRANTIES OF ANY KIND, WHETHER
EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND (ii) WE SPECIFICALLY
DISCLAIM ALL IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO:
ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR
PURPOSE, NON-INFRINGEMENT, UNINTERRUPTED OR ERROR FREE
SERVICE, ERROR CORRECTION, AVAILABILITY, ACCURACY AND ANY AND
ALL IMPLIED WARRANTIES ARISING FROM STATUTE, COURSE OF DEALING,
COURSE OF PERFORMANCE OR USAGE OF TRADE TO THE MAXIMUM
EXTENT PERMITTED BY APPLICABLE LAW.

Limitation of Liability and Remedies
• IN NO EVENT SHALL OUR LIABILITY ARISING OUT OF, OR RELATED TO,
THIS AGREEMENT, FOR ANY REASON, INCLUDING, BUT NOT LIMITED TO,
CONTRACT, TORT OR UNDER ANY OTHER THEORY OF LIABILITY, EXCEED
IN THE AGGREGATE AMOUNT OF FEES PAID OR OWED BY CUSTOMER TO US
IN THE THREE MONTHS PRECEDING THE CLAIM.
• IN NO EVENT SHALL WE OR OUR LICENSORS HAVE ANY LIABILITY TO
CUSTOMER FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL,
COVER OR PUNITIVE DAMAGES HOWEVER CAUSED, ARISING OUT OF, OR
IN ANY WAY CONNECTED WITH, THE STAGING SERVICES, INCLUDING, BUT
NOT LIMITED TO, THE USE, OR INABILITY TO USE, THE STAGING SERVICES
OR FOR ANY CONTENT, OR ANY INTERRUPTION IN THE STAGING SERVICES,
WHETHER IN CONTRACT, TORT OR UNDER ANY OTHER THEORY OF
LIABILITY, AND WHETHER OR NOT THE PARTY HAS BEEN ADVISED OF THE
POSSIBILITY OF SUCH DAMAGES.

Indemnification
• You agree to defend us against any claim, demand, suit or proceeding made or brought
against us by a third party arising out of your conduct that constitutes or is allegedly a
violation of law. Customer will indemnify us for damages finally awarded against us in
connection with any such claim (or for a settlement amount Customer consents to).

Security; Safe Harbor
• We will maintain commercially reasonable administrative, physical and technical
safeguards designed to help ensure the security of our internal networks from malicious
activity and to provide for the privacy, confidentiality and integrity thereof. However,
security is a shared responsibility.

• Should we determine that there has been a security breach that has compromised your
account we agree to notify you as soon as reasonably possible but only after we have
investigated the breach and fulfilled our legal obligations under applicable law. You
agree to the same notification obligations should you determine that there has been a
breach.

General Provisions
• ARBITRATION AND CLASS ACTION WAIVER. Both parties agree that all disputes
(including any dispute involving interpretation, applicability, enforceability, or formation
of the Agreement, including any claim that the Agreement or any part of it is void or
voidable) will be resolved by binding, individual arbitration under the American
Arbitration Association’s rules. Both parties waive trial by jury. Customer may bring
claims only on its own behalf. Neither party may participate in a class action or classwide
arbitration for any claims covered by this Agreement. Customer also agrees not to
participate in claims brought in a private attorney general or representative capacity, or
consolidated claims involving another person’s account, if we are a party to the
proceeding. This dispute resolution provision will be governed by the Federal Arbitration
Act. In the event the American Arbitration Association is unwilling or unable to set a
hearing date within one hundred and sixty (160) days of filing the case, then either party
may elect to have the arbitration administered instead by the Judicial Arbitration and
Mediation Services. Judgment on the award rendered by the arbitrator may be entered in
any court having competent jurisdiction. Any provision of applicable law
notwithstanding, the arbitrator will not have authority to award damages, remedies or
awards that conflict with this Agreement. This arbitration agreement will survive the
termination of Customer’s relationship with us. The parties further agree that the pricing
and terms of this Agreement were made in reliance upon agreement to this paragraph.

• Amendment and Waiver. Except as expressly provided herein, this Agreement, including
any other contracts incorporated by reference, may only be amended as agreed by the
parties in a written amendment (including by a click-to-accept that is accepted by you or
Authorized User). The parties further agree that upgrades (e.g. moving up a service plan
level), downgrades (e.g. moving down a service plan level), and additional services (e.g.
adding account management services) may be agreed via electronic communication (e.g.
ticket or email) that is acknowledged by authorized representatives for both parties. If
one party fails to exercise, or delays exercising, any right, remedy or power set out in this
Agreement, this will not operate as a waiver of that right, remedy or power, whether
under this Agreement or at law or equity.

• Assignment. Neither party may assign this Agreement, in whole or in part, without the
other party’s prior written consent, provided that no consent is required in connection
with a merger, reorganization, sale of assets or similar transaction. Any purported
assignment in violation of this section shall be null and void. The Agreement will be
binding on all permitted successors and assigns.

• Severability. Any provision in this Agreement that is held to be illegal or unenforceable in
any jurisdiction will be effective only up to the extent of such illegality or
unenforceability, if possible, and will not invalidate the remaining provisions of the
paragraph or this Agreement. To the largest extent possible, the illegal or unenforceable
provision will be restated to reflect the parties’ intent.

• Entire Agreement. This Agreement, and any document incorporated by reference, states
the entire agreement between the parties with respect to the subject matter and supersedes
all previous proposals, negotiations and other written or oral communications between
the parties. Customer’s pre-printed purchase orders will have no force or effect.

• Force Majeure. We shall not be deemed to be in default of this Agreement, or to have
breached any of its provisions, as a result of a delay, failure in performance, or
interruption in the Staging Services which result, either directly or indirectly, from any
circumstances beyond our reasonable control including acts of god, acts of civil or
military authority, civil disturbance, war, strikes, fire, laws, regulations, governmental
acts, third party network unavailability, and/or failure of telecommunication facilities.

• Third Party Beneficiaries; Relationship. There are no third party beneficiaries to this
Agreement. Nothing contained in this Agreement will be deemed or construed as
creating a joint venture or partnership. No party is by virtue of this Agreement authorized
as an agent, employee or legal representative of any other party. Neither party has the
authority to make any representations, claims or warranties of any kind on behalf of the
other party, nor on behalf of that party’s affiliates, agents, subcontractors, licensors or
third-party suppliers.

• Survival. Any provision of this Agreement that contemplates performance or observance
subsequent to termination or expiration of this Agreement (including, without limitation,
confidentiality, limitation of liability and indemnification) will survive termination or
expiration and continue in full force and effect.