INTRODUCTION

Please read these Terms of Service carefully before using HotShotSheet offered by CMW, LLC. This Agreement sets forth the legally binding terms and conditions for use of the Service, the Site, and any other websites or services provided by CMW, LLC.

ACCEPTANCE OF TERMS

By using the HotShotSheet Service in any manner You agree to be bound by this Agreement, including those additional terms and conditions and policies referenced herein and/or available by hyperlink. If You are entering into this agreement on behalf of a company or other legal entity, You represent that You have the authority to bind such entity, its affiliates, and all users who access the HotShotSheet Service through Your account to these Terms of Service.

DEFINITIONS

The following capitalized terms, when used in this Agreement, have the following meanings: “Agreement” or “Terms of Service” means this document, titled “HotShotSheet Terms of Service.” “You”, “User”, or “Customer” mean any business, person or organization that has accepted these Terms of Service for the purpose of using the Service. “Service” means, but is not limited to mean, the Service described on the HotShotSheet marketing site. “HotShotSheet” or “HotShotSheet.com” means CMW, LLC, a limited liability company organized under the laws of the State of Washington. “Account” means the business relationship established between You and HotShotSheet upon Your acceptance of these Terms of Service. “Site” refers to the website hosted at domain http://hotshotsheet.com and all associated subdomains. “Privacy Policy” means the HotShotSheet Privacy Policy described at http://hotshotsheet.com/privacy.

STRIPE

HotShotSheet uses the 3rd party payment platform, Stripe, the Stripe API, and in conjunction, a Stripe account to process credit and debit card transactions for your account. By using HotShotSheet and agreeing to the HotShotSheet Terms of Service, You also agree to be bound by Stripe’s Terms of Service. You expressly understand and agree that all payments and monetary transactions are handled by Stripe. You agree that HotShotSheet shall not be liable for any issues regarding financial and monetary transactions between You and any other party, including Stripe. You are responsible for all transactions (one-time, recurring, and refunds) processed through the Service and/or Stripe. HotShotSheet is not liable for loss or damage from errant or invalid transactions processed with the Stripe account. You understand that HotShotSheet uses the Stripe API to run the payment Service and that the Stripe API is subject to change at any time and such changes may adversely affect the Service. You understand and agree to not hold HotShotSheet liable for any adverse affects that actions (whether intentional or unintentional) on the part of Stripe may cause.

ACCOUNT ACTIVATION

You understand that in order to explore the Service through a HotShotSheet Account, You will need to provide an Account Name and login credentials

SECURITY

HotShotSheet maintains commercially reasonable administrative, technical and physical procedures to protect Your information from unauthorized access and accidental loss or modification. However, we cannot guarantee that unauthorized third parties will never be able to defeat those measures or use such personal information for improper purposes. You acknowledge that You provide this personal information. We recommend You review our Privacy Policy, which will help You understand how we collect, use and safeguard the information You provide to us. You are responsible for maintaining the security of Your HotShotSheet login credentials. HotShotSheet is not liable for any loss or damage from Your failure to maintain the security of these credentials.

MODIFICATION OF TERMS OF SERVICE

HotShotSheet reserves the right, acting in its sole discretion, to modify or replace any of the Terms of Service, or change, suspend, or discontinue the Service (including without limitation, the availability of any feature, database, or content) at any time by posting a notice on the Site or by sending an email to You. HotShotSheet may also impose limits on certain features and Services or restrict Your access to parts or all of the Service without notice or liability. You are responsible to check these Terms of Service periodically for changes, and Your continued use of the Service after the posting of any changes to the Terms of Service constitutes acceptance of those changes.

PRIVACY POLICY

As a condition to using the Service, You agree to the terms of HotShotSheet’s Privacy Policy. The Privacy Policy may be updated from time to time without notice, and is hereby incorporated by reference. The most current version of the Privacy Policy may be found at http://hotshotsheet.com/privacy.

COPYRIGHT AND CONTENT OWNERSHIP

The Service itself, including the use of the HotShotSheet name, logos, domain names and other distinctive brand features are protected by copyright and other laws. You may not duplicate, copy, or reuse any portion of the code (HTML/CSS/Javascript) or visual design elements. You retain Your rights to any content You submit, post or display on or through the Service. By submitting, posting or displaying content on or through the Service, You grant HotShotSheet a worldwide, non-exclusive, royalty-free license to use, adapt, modify, publish, and display the content in any and all media or distribution methods (now known or later developed).

THIRD PARTY SERVICES

You acknowledge and understand that HotShotSheet uses third party vendors to provide the necessary hardware, software, networking, storage, and related technology required to run the Service. HotshotSheet reserves the right to change Service providers at any time. HotShotSheet is not responsible for any interruptions in the Service as a result of these third party vendors or its integration with them.

RULES AND CONDUCT:

As a condition of use, You promise not to use the Service for any purpose that is prohibited by these Terms of Service. By way of example, and not as a limitation, You agree not to take any action (and/or shall not permit any third party to take any action) on or through the Service that: • Infringes any patent, trademark, trade secret, copyright, right of publicity or other right of any other person or entity or violates any law or contractual duty; • You know is false, misleading, untruthful or inaccurate; • Is unlawful, threatening, abusive, harassing, defamatory, libelous, deceptive, fraudulent, invasive of another’s privacy, tortious, obscene, offensive, or profane; • Contains software viruses or any other computer codes, files, or programs that are designed or intended to disrupt, damage, limit or interfere with the proper function of any software, hardware, or telecommunications equipment or to damage or obtain unauthorized access to any system, data, password or other information of HotshotSheet or any third party; • Impersonates any person or entity, including any employee or representative of HotShotSheet. Additionally, You agree that You will not: • Take any action that imposes or may impose (as determined by HotShotSheet in its sole discretion) an unreasonable or disproportionately large load on HotShotSheet’s (or its third party providers’) infrastructure or the Service; • Interfere or attempt to interfere with the proper working of the Service or any activities conducted using the Service; • Bypass any measures HotShotSheet may use to prevent or restrict access to the Service (or other accounts, computer systems or networks connected to the Service); • Run Maillist, Listserv, any form of auto-responder or “spam” on the Service; or • Use manual or automated software, devices, or other processes to “crawl” or “spider” any page of the Site; • Disable or remove any of the features or design on the Service. You also agree that You will not (directly or indirectly): • Decipher, decompile, disassemble, reverse engineer or otherwise attempt to derive any source code or underlying ideas or algorithms of any part of the Service, except to the limited extent applicable laws specifically prohibit such restriction, • Modify, translate, or otherwise create derivative works of any part of the Service, or • Rent, lease, distribute, or otherwise transfer any of the rights that You receive hereunder, and that it, he, or she will, in the course of using the Service, abide by all applicable local, state, national and international laws and regulations.

HotShotSheet FEES

You agree to pay the fees assessed by HotShotSheet to You for providing the Service. We reserve the right to revise our Fees at any time.

TRANSACTION HISTORY

Except as required by law, You are solely responsible for compiling and retaining permanent records of all transactions and other data associated with Your HotShotSheet Account.

GEOGRAPHIC LOCATION

By registering for HotShotSheet, You are confirming to be either a legal resident, a citizen, or a business entity authorized to conduct business.

YOUR LICENSE

HotShotSheet grants You a personal, limited, non-exclusive, revocable, non-transferable license, without the right to sublicense, to electronically access and use the Service. The Service includes our website, any software, programs, documentation, tools, internet-based Services, components, and any updates (including software maintenance, Service information, help content, bug fixes or maintenance releases) thereto provided to You by HotShotSheet.

OWNERSHIP

The Service is licensed and not sold. We reserve all rights not expressly granted to You in this Agreement. The Service is protected by copyright, trade secret and other intellectual property laws. We own the title, copyright and other worldwide Intellectual Property Rights (as defined below) in the Service and all copies of the Service. This Agreement does not grant You any rights to our trademarks or Service marks. For the purposes of this Agreement, “Intellectual Property Rights” means all patent rights, copyright rights, mask work rights, moral rights, rights of publicity, trademark, trade dress and Service mark rights, goodwill, trade secret rights and other intellectual property rights as may now exist or hereafter come into existence, and all applications therefore and registrations, renewals and extensions thereof, under the laws of any state, country, territory or other jurisdiction.

TERM

The Agreement is effective upon the date You agree to it (by electronically indicating acceptance) and continues so long as You use the Service or until terminated by HotShotSheet.

TERMINATION

You may terminate this Agreement by closing Your HotShotSheet Account. We may terminate this Agreement and close Your Account at any time for any reason stipulated explicitly or implicitly in these Terms of Service.

NO WARRANTY

HOTSHOTSHEET AND ITS SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS PROVIDE THE SITE AND THE SERVICE “AS IS,” AND WITHOUT ANY WARRANTY, EXPRESS, IMPLIED, OR STATUTORY. HOTSHOTSHEET’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS SPECIFICALLY DISCLAIM ANY IMPLIED WARRANTIES OF TITLE, MERCHANTABILITY, PERFORMANCE, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IN ADDITION, NO ADVICE OR INFORMATION (ORAL OR WRITTEN) OBTAINED BY YOU FROM HOTSHOTSHEET SHALL CREATE ANY WARRANTY. SOME STATES DO NOT ALLOW THE DISCLAIMER OF IMPLIED WARRANTIES, SO THE FOREGOING DISCLAIMER MAY NOT APPLY TO YOU. THIS WARRANTY GIVE YOU SPECIFIC LEGAL RIGHTS AND YOU MAY ALSO HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE.

LIABILITY LIMIT

IN NO EVENT SHALL HOTSHOTSHEET, AND (AS APPLICABLE) HOTSHOTSHEET’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, OR SUPPLIERS BE LIABLE FOR ANY DAMAGES WHATSOEVER, WHETHER DIRECT, INDIRECT, GENERAL, SPECIAL, COMPENSATORY, CONSEQUENTIAL, AND/OR INCIDENTAL, ARISING OUT OF OR RELATING TO YOUR CONDUCT IN CONNECTION WITH THE USE OF THE SERVICE, OR THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, LOST PROFITS, BODILY INJURY, EMOTIONAL DISTRESS, OR ANY SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES. HOTSHOTSHEET’S LIABILITY, AND (AS APPLICABLE) THE LIABILITY OF HOTSHOTSHEET’S SUBSIDIARIES, OFFICERS, DIRECTORS, EMPLOYEES, AND SUPPLIERS, TO ANY USER, CLIENT NONPROFIT, OR THIRD PARTY IN ANY CIRCUMSTANCE IS LIMITED TO THE LESSER OF (A) THE AMOUNT OF FEES PAID BY THE CLAIMANT TO HOTSHOTSHEE IN THE 12 MONTHS PRIOR TO THE ACT GIVING RISE TO LIABILITY, OR (B) $100. SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION OR EXCLUSION MAY NOT APPLY TO YOU.

INDEMNITY

You agree to indemnify and hold HotShotSheet and (as applicable) any parent, subsidiaries, affiliates, officers, directors, agents, and employees, harmless from any claim or demand, including reasonable attorney’s fees, made by any third party due to or arising out of his, her, or its breach of this Agreement (including any documents it incorporates by reference) or Your violation of any law or the rights of a third party.

FORCE MAJEURE

No party will be liable for delays in processing or other nonperformance caused by such events as fires, telecommunications failures, utility failures, power failures, equipment failures, labor strife, riots, war, terrorist attack, nonperformance of our vendors or suppliers, acts of God, or other causes over which the respective party has no reasonable control, except that nothing in this section will affect or excuse Your liabilities and obligations under Section 10, including without limitation for reversals, chargebacks, claims, fines, fees, refunds or unfulfilled products and Services.

NO GUARANTEE

HotShotSheet does not guarantee continuous, uninterrupted access to the Service, and operation of the Service. At any time the Service may be interfered with by numerous factors inside and outside HotShotSheet’s control. If any provision of this Agreement is held unenforceable, then such provision will be disregarded, and all remaining provisions of this Agreement shall remain in full force and effect.

NO AGENCY

You agree that HotShotSheet is an independent contractor, and no agency, partnership, joint venture, employee-employer, or franchiser-franchisee relationship is intended to be created by this Agreement.

CHOICE OF LAW AND VENUE

This Agreement shall in all respects be interpreted and construed with and by the laws of the State of Washington, excluding its conflicts of laws rules, and the United States of America. Any lawsuit or other action to resolve any dispute arising in connection with or on account of any breach or alleged breach of this Agreement shall be brought in a state or federal count in the State of Washington having jurisdiction and venue over the action. For this purpose, each User and Client Nonprofit waives any objection or defense based on lack of personal jurisdiction.