The Service and its entire contents, features, and functionality, including but not limited: (i) the content contained in or presented through the Service (including, without limitation, text, displays, images, audio music, sound, photographs, graphics, video, page layout, editorial content and the design, selection, and arrangement thereof); (ii) the software, hardware, files, processes, systems, databases and tools used or provided to Subscriber; (iii) other tangible and intangible personal property relating to the Service; and (iv) the trade names, trademarks, service marks, copyrights, patents, inventions, trade secrets, know-how and other intellectual property rights relating to the foregoing (sections (i), (ii), (iii), and (iv) in this Proprietary Rights section shall collectively be referred to as "Fullbay Property") are owned by Fullbay, its licensors, or other providers of such material and are protected by United States and international copyright, trademark, patent, trade secret, and other intellectual property or proprietary rights laws. Fullbay reserves all rights not expressly granted to Subscriber in these Terms of Service. Except for the limited rights and licenses expressly granted under these Terms of Service, nothing in these Terms of Service grants, by implication, waiver, estoppel, or otherwise, to Subscriber or any third party any intellectual property rights or other right, title, or interest in or to the Fullbay Property.

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

Subscriber is granted the right to use that portion, and only that portion, of Fullbay Property that is contemplated in these Terms of Service. 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, or underlying processes or algorithms contained therein, and Subscriber will not permit any person or entity to commit or engage in such activities or conduct. Subscriber acknowledges and agrees that any infringement or breach of the provisions in this Proprietary Rights section would significantly damage Fullbay's business operations and threaten its viability as a business entity.

In the event of a breach or threatened breach by Subscriber of any provisions of this Proprietary Rights section, Fullbay shall be entitled to seek, in addition to any other rights and remedies available to it at law or in equity, injunctive or other equitable relief to prevent or restrain such breach or threatened breach, without the necessity of proving actual damages or posting a bond. Subscriber acknowledges and agrees that any such breach or threatened breach would cause irreparable harm to Fullbay and that monetary damages would not provide an adequate remedy.

If Subscriber acquires goods or services from a third party, regardless of whether the goods or services are used as part of the Service or acquired through a feature of the Service, Subscriber agrees that its business dealings with such third party are solely between Subscriber and such third party. Any and all use of such third-party goods or services shall be done solely at Subscriber's own risk and responsibility and may be subject to such legal and financial terms which govern such third-party goods or services, which Subscriber is encouraged to review before engaging with any third party. Fullbay has no liability to Subscriber or such third party arising from Subscriber's relationship with such third party, or the goods or services acquired by Subscriber from such third party. Subscriber is responsible for paying such third party for the goods and services Subscriber acquires from such third party. In addition, Fullbay has no liability arising from any complaints or claims Subscriber may have concerning any defects in goods or services that Subscriber acquires from such third party or such third party's failure to perform its obligations to Subscriber.

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

If Fullbay provides Subscriber website creation services, Fullbay may, at any time and at its sole discretion, suspend, disable access to or remove from Subscriber's website any third-party services without any liability to Subscriber or to any End Users.

SUBJECT TO THE LIMITED WARRANTIES SET FORTH IN THE LIMITED WARRANTIES SECTION, SUBSCRIBER'S USE OF THE SERVICE AND ANY EQUIPMENT, SOFTWARE AND HARDWARE PROVIDED IN CONNECTION WITH THE SERVICE IS ON AN "AS IS" AND "AS AVAILABLE" BASIS. EXCEPT AS OTHERWISE PROVIDED HEREIN, FULLBAY DOES NOT MAKE, AND HEREBY DISCLAIMS ANY AND ALL WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND OR NATURE WITH RESPECT TO THE SERVICE, INCLUDING, WITHOUT LIMITATION, ANY WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, TITLE, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE.

NEITHER FULLBAY NOR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE, REPRESENTS OR WARRANTS THAT THE SERVICE WILL BE TIMELY, UNINTERRUPTED OR ERROR FREE, THAT DEFECTS WILL BE CORRECTED, OR THAT THE SERVICE OR THE SERVERS OR OTHER PROPERTY THAT ARE USED IN PROVIDING THE SERVICE WILL BE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. FULLBAY SHALL NOT BE LIABLE OR RESPONSIBLE IN ANY WAY FOR ANY INACCURACY, ILLEGALITY, AND/OR INAPPROPRIATENESS OF ANY USER CONTENT OR OTHER CONTENT PROVIDED THROUGH THE SERVICE, ANY DAMAGE, DESTRUCTION OR CORRUPTION OF ANY CONTENT OR OTHER DATA BY THE SERVICE, OR ANY USE OR MISUSE OF, OR INABILITY TO USE, THE SERVICE BY ANY PERSON OR ENTITY.

TO THE MAXIMUM EXTENT PERMITTED UNDER APPLICABLE LAW, IN NO EVENT WILL FULLBAY OR ANY OTHER PERSON OR ENTITY INVOLVED IN CREATING, PRODUCING OR DELIVERING THE SERVICE BE LIABLE FOR ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING BUT NOT LIMITED TO, DAMAGES FOR LOST PROFITS, DIMUNITION IN VALUE, LOSS OF GOODWILL, LOSS OF USE, LOSS OF 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 SERVICE. FULLBAY'S MAXIMUM LIABILITY FOR ANY CLAIM ARISING OUT OF THIS AGREEMENT OR THE SERVICE WILL BE LIMITED TO THE AMOUNT OF FEES ACTUALLY PAID BY SUBSCRIBER TO FULLBAY UNDER THIS AGREEMENT FOR THE 12-MONTH PERIOD IMMEDIATELY PRIOR TO WHEN ANY CLAIM OR CAUSE OF ACTION AROSE.

SUBSCRIBER ACKNOWLEDGES AND AGREES THAT ANY CLAIM OR CAUSE OF ACTION WHICH SUBSCRIBER MAY HAVE ARISING OUT OF OR RELATED TO THIS AGREEMENT OR THE SERVICE MUST BE FILED WITHIN ONE YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES, OR THE CLAIM OR CAUSE OF ACTION WILL FOREVER BE BARRED.

THE FOREGOING DOES NOT AFFECT ANY LIABILITY THAT CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.

Fullbay will not be liable for failure or delay in performing the Service or other obligations under these Terms of Service 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, pandemic, epidemic, 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 Service.

Some features of the Service may provide suggested contractual language or sample agreements for use in estimates, invoices, and other correspondence or agreements between Subscriber and its customers. Fullbay, however, does not guarantee the enforceability or effectiveness of such contractual language or sample agreements. Subscriber acknowledges and agrees that all suggested contractual language and sample agreements are provided solely for Subscriber's information and convenience. It is Subscriber's responsibility to consult with Subscriber's own legal counsel to determine the suitability and legality of such contractual language and sample agreements in the context of Subscriber's business operations and to modify the same as the context of Subscriber's business requires and as advised by Subscriber's own legal counsel.

Subscriber understands that the technical processing and transmission of Subscriber Data and other data is necessary to Subscriber's use of the Service and Subscriber's use of certain third-party services that are integrated with or otherwise available through or in connection with Subscriber's use of the Service. As between Fullbay and Subscriber, Subscriber owns all right, title, and interest, including all intellectual property rights, in and to, information, data, and other content, that is submitted, posted, or otherwise transmitted by or on behalf of Subscriber or Subscriber's user through the Service (the "Subscriber Data") other than Resultant Data, and hereby grants to Fullbay a non-exclusive, royalty-free, worldwide license to reproduce, distribute, and otherwise use, review and display the Subscriber Data and perform all acts with respect to the Subscriber Data as may be necessary for Fullbay to (i) provide the Service to Subscriber and other subscribers to the Service or (ii) analyze Subscriber's use of the Service or third-party services that are integrated with or otherwise available through or in connection with Subscriber's use of the Service. Subscriber also agrees that Fullbay may (iii) make Resultant Data publicly available in compliance with applicable law and (iv) use Resultant Data to the extent and in the manner permitted under applicable law. As between Subscriber and Fullbay, Fullbay owns all right, title, and interest in the Resultant Data and all intellectual property rights therein belong to and are retained solely by Fullbay. Subscriber acknowledges and agrees that Fullbay may compile Resultant Data based on the Subscriber Data. For purposes of these Terms of Service, "Resultant Data" means data and information related to or derived from Subscriber's use of the Service, the Subscriber Data or Fullbay's support of the Service, in each case that is used by Fullbay in an aggregate and anonymized manner, including without limitation, to compile statistical and performance information related to the provision and operation of the Service. Subscriber consents to Fullbay sharing the Subscriber Data with the providers of any third-party services that are integrated with or otherwise available through or in connection with Subscriber's use of the Service as necessary to make such third-party services available to Subscriber.

Subscriber understands that Subscriber or Fullbay may be transmitting data over the Internet, and over various networks, only part of which may be owned and/or operated by Fullbay. Subscriber agrees that Fullbay is not responsible for any portions of Subscriber Data or other data that are lost, altered, intercepted or stored without authorization during the transmission of data across networks not owned and/or operated by Fullbay.

Fullbay acknowledges and agrees that all documents provided by Subscriber are the exclusive property of Subscriber. Fullbay is committed to reasonably safeguarding Subscriber's rights and interests in these documents. Under no circumstances will Fullbay challenge or dispute the authenticity or ownership of such documents, and nothing in these Terms of Service shall be construed to diminish Subscriber's property rights in these documents. At any point during these Terms of Service, or upon its termination, Subscriber may request a copy of Subscriber's documents, and Fullbay will provide the same, subject to reasonable fees payable by Subscriber to Fullbay. Upon termination of Subscriber's subscription, Fullbay will cease to use or disclose any Subscriber documents.

Subscriber agrees that if Subscriber sends or transmits any communications or materials to Fullbay suggesting or recommending changes to the Service based on Subscriber's experiences, including without limitation, new features or functionality relating thereto, or any comments, questions, suggestions, or the like ("Feedback"), Fullbay is free to use such Feedback without any other limitation or conditions. Subscriber hereby assigns to Fullbay on Subscriber's behalf, and on behalf of its employees, contractors and/or agents, all right, title, and interest in, and Fullbay is free to use, without any attribution or compensation to any party, any ideas, know-how, concepts, techniques, or other intellectual property rights contained in the Feedback, for any purpose whatsoever, although Fullbay is not required to use any Feedback.

In the event of a dispute over ownership of Subscriber's account or user access or permissions associated with Subscriber's account, Fullbay will take instruction from Subscriber's governing body (e.g., board of directors, board of managers, managing member, managing partner) regarding how such dispute should be resolved. If Fullbay, in its sole discretion, is not satisfied that a purported governing body of Subscriber or the instructions of such governing body are legitimate, then Fullbay may either (i) terminate Subscriber's subscription and refund any prepaid subscription amount via a credit back to Subscriber's original payment method or (ii) suspend Subscriber's access to the Service until such time as Fullbay either receives joint written instructions from all parties involved in the dispute as to how such dispute should be resolved or a court order directing Fullbay as to the actions that Fullbay must take with respect to the dispute. All monthly fees will continue to be charged and will be due and payable during such time as Subscriber's account may be suspended during any such dispute.

To the maximum extent permitted under applicable law, Fullbay disclaims all liability related to or arising from any dispute over ownership of Subscriber's account or user access or permissions associated with Subscriber's account. Subscriber agrees to indemnify and hold Fullbay harmless from any claims, damages, or losses resulting from such a dispute.

Fullbay explicitly disclaims all liability related to any claims, damages or losses associated with any disputes that may arise between Subscriber and its End Users, customers, or any other third parties with respect to the Service. This includes, but is not limited to, disputes concerning payments, services, products, conduct, or any other matter, including payment disputes between Subscriber and its customers or payment processors based on payments processed by Subscriber through the Fullbay Payments feature in the Service.

Subscriber acknowledges and agrees that Fullbay's role is solely that of a service provider and does not involve mediating, arbitrating, or resolving any disputes between Subscriber and its End Users, customers, or third parties such as payment processors. Subscriber is solely responsible for managing and resolving any such disputes. Fullbay is not responsible or liable for any decisions made, actions taken, or outcomes of such disputes.

Subscriber must promptly notify Fullbay in writing of any dispute regarding the fees owed by Subscriber to Fullbay within 30 days of the applicable charge, including detailed information about the nature of the dispute and the reason for the disagreement. Upon receiving the written dispute notification, Fullbay will investigate the matter internally. Subscriber agrees to cooperate fully with Fullbay during this investigation and to provide any additional information or documentation that Fullbay may request. If Fullbay determines there is an overpayment by Subscriber, Fullbay will issue a credit in the amount of the overage on the next monthly invoice or otherwise issue a refund to Subscriber, as determined in Fullbay's sole discretion. Subscriber remains responsible for making all payments to Fullbay in a timely manner during any payment dispute.

Subscriber agrees to indemnify, defend and hold harmless Fullbay and its parents, subsidiaries and affiliates, along with their respective directors, officers, shareholders, employees, agents, contractors, content providers, service providers and representatives, from any and all claims (whether actual or threatened), demands, obligations, losses, liabilities, settlements and expenses (including without limitation, consequential damages, incidental damages, special damages, disbursements, attorneys' fees, investigation costs, and costs of defense and collections) arising from or relating to (i) any actual or threatened claim, suit, action, proceeding, third-party discovery demand, governmental investigation, or enforcement action based upon or arising out of the acts or omissions of Subscriber or its users in connection with any use of the Service; (ii) the breach of any provision of these Terms of Service; and (iii) any User Content or other content posted or transmitted by any person or entity associated with or authorized by Subscriber (other than Fullbay) through the use of the Service

Fullbay reserves the right, at Subscriber's expense, to assume the exclusive defense and control of any matter in which Fullbay is or may be entitled to indemnification by Subscriber under this paragraph. In addition, Subscriber will be liable to Fullbay for any costs and attorneys' fees that Fullbay incurs to successfully establish or enforce its right to indemnification under this paragraph.

Except as otherwise specifically provided in these Terms of Service, all notices and statements may be sent by Fullbay to Subscriber via email or overnight delivery to the email address or delivery address provided by Subscriber to Fullbay when registering for the Service. For overnight deliveries, notices and statements will be deemed to be received upon personal delivery. For email deliveries, notices and statements will be deemed to be received upon transmission. Notices to Fullbay may be sent to the following:

Fullbay, Inc.
515 E Grant St
Phoenix, AZ 85004
Email: info@fullbay.com

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.

These Terms of Service is entered into in the state of Arizona. These Terms of Service and any rights, remedies, or obligations provided for in these Terms of Service shall be construed and enforced in accordance with the laws of the state of Arizona without regard to the conflict provisions thereof. All disputes that in any way arise out of or bear any relationship with these Terms of Service shall be instituted in a state or federal court in Maricopa County, Arizona, and each party hereby submits to the exclusive personal jurisdiction of such courts and waives any defense relating to venue or forum non convenience.

At Fullbay's sole discretion, Fullbay may require you to submit any disputes arising from these Terms of Service or use of the Service, including disputes arising from or concerning their interpretation, violation, invalidity, non-performance, or termination, to final and binding arbitration under the Rules of Arbitration of the American Arbitration Association applying Arizona law.

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 these Terms of Service.

These Terms of Service, together with any forms completed by Subscriber in registering for the Service or ordering individual features of the Service, constitute a single, integrated, written contract expressing the entire understanding and agreement between and among the parties with respect to the subject matter of these Terms of Service, and supersede all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. Neither party has relied on any statement, representation, warranty, or agreement of the other party or of any other person on such party's behalf, that are not set forth in these Terms of Service. If a court of competent jurisdiction determines that any provision of these Terms of Service is invalid, unenforceable or void for any reason whatsoever, such provision shall be severed from the remaining provisions of these Terms of Service and shall not affect the validity or enforceability of any remaining provisions of these Terms of Service. These Terms of Service may be amended or supplemented by Fullbay in its sole and absolute discretion. Any such amendments or supplements will be effective immediately upon Fullbay's posting of the same by hyperlink to the login page for the Service, which posting shall be deemed reasonable and adequate notice to Subscriber and its users of the amended or supplemented Terms of Service and which posting will bind Subscriber and its users to these Terms of Service as amended or supplemented. Subscriber's continued use of the Service thereafter shall be deemed to be consent to and acceptance of these Terms of Service as amended or supplemented. If you do not agree to any amendment or supplement to these Terms of Service, your sole remedy is to cease using and accessing the Service. No waiver of any breach or failure or delay in exercising any right, power or remedy of any provision of these Terms of Service shall constitute a waiver of the same or any other provision hereof with respect to prior, concurrent or subsequent occurrences. No waiver of any provision of these Terms of Service 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 these Terms of Service. These Terms of Service shall be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. Subject to the express exclusions and limitations set forth in these Terms of Service, all remedies set forth in these Terms of Service 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 these Terms of Service. The parties represent and warrant that they have full authority to enter into and deliver these Terms of Service and to perform their obligations under these Terms of Service, and that the person who accepts these Terms of Service is duly authorized to enter into these Terms of Service on behalf of the party whom they represent.

These Rules supplement and form part of these Terms of Service. Unless they are defined differently in this Schedule A, all capitalized terms in these Rules have the meanings set forth in the main body of these Terms of Service.

These Rules are intended to explain the obligations of Subscriber and other users of the Service as to their conduct while using the Service. Subscriber is responsible for compliance with these Rules by all of Subscriber's authorized users of the Service. Failure of any such user to comply with these Rules is a material breach of these Terms of Service and may result in, among other things, the termination of Subscriber's access to the Service or termination of Subscriber's subscription to the Service.

Subscriber and its users and End Users shall not upload, transmit or post any material, or engage in any other use of the Service that: (i) violates, or otherwise promotes, endorses, or assists in violation of, any federal, state, or local or international law, rule or regulation; (ii) disparages, defames or libels any other person or entity, or is otherwise obscene, profane, vulgar, threatening, abusive, or inaccurate, as determined by Fullbay; (iii) infringes or violates the rights of any other person or entity, including without limitation, any intellectual property or privacy rights; (iv) otherwise could impose civil or criminal liability; (v) impersonates or attempts to impersonate Fullbay, a Fullbay employee, another user, or any other person or entity; or (vi) otherwise restricts or inhibits anyone's use or enjoyment of the Service, which, as determined by Fullbay, may harm Fullbay, users of the Service, or otherwise exposes Fullbay to 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.

Without limiting the generality of the Restricted Use section above, Subscriber and its users shall at all times comply with the Telephone Consumer Protection Act, the Controlling the Assault of Non-Solicited Pornography and Marketing (CAN-SPAM) Act of 2003, the Federal Trade Commission's Telemarketing Sales Rule, and all other laws, rules and regulations concerning privacy, telemarketing, and Internet marketing when using the Service.

Subscriber, and its users and End Users, will not: (i) use any robot, spider, or other automatic device, process, or means to access the Service for any purpose, including monitoring or copying any of the material on the Service without the prior written consent of Fullbay; (ii) use any device, software, or routine that interferes with the proper working of the Service; (iii) introduce any viruses, Trojan horses, worms, logic bombs, or other material that is malicious or technologically harmful; (iv) attempt to gain unauthorized access to, interfere with, damage, or disrupt any parts of the Service, the server on which the Service is stored, or any server, computer, or database connected to the Service; or (v) use or access the Service to collect any market research that may benefit a competing business or be used for any other competitive purposes.

Each of Subscriber and any of its users, must register and maintain a valid email address with Fullbay in order to receive system notifications.

Fullbay may establish and change from time-to-time general practices and limits on the use of the Service, 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 to the extent materially affecting Subscriber's use of the Service.

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 of the Service.

While Fullbay does not routinely pre-screen or monitor the content housed within the Service, Subscriber's website, User Content, or other communications, Fullbay reserves the right, but does not assume any obligation, to determine at its sole discretion what constitutes acceptable content in relation to the Service. Fullbay may limit the placement of any content in a database, or any other area linked to the Service. Fullbay may use commercially reasonable efforts to remove, alter, or block access to any content deemed offensive, objectionable, or unacceptable, without prior notice. Fullbay reserves the right to determine what constitutes appropriate conduct and usage of the Service and may cease to provide or restrict access to any or all of the Service to any user at any time, for any reason, without prior notice. Fullbay also reserves the right, without assuming any obligation, to monitor and investigate complaints related to any of the aforementioned matters. Subscriber agrees to grant Fullbay access to Subscriber's account at any time without notice, and to fully cooperate with Fullbay in providing access and information as may be requested. Subscriber acknowledges that any reservation of rights by Fullbay does not impose any obligation on Fullbay to take any of the aforementioned actions.