Document of Understanding

Upon Joining the WOC this DOU establishes a contractual arrangement between TWClark LLC and WOC Members. Accordingly, TWClark LLC and WOC Members agree as follows:

Members without websites

A person/company can join the WOC and then have their website designed, built and hosted using the services provided in their membership Class.

Senior DBA/LLC Owners

Individual DBA/LLC owners over the age of 59 are entitled to a complimentary membership and Individual DBA/LLC Members over the age of 59 are entitled to a 10% discount on their Monthly Dues. (Limit One Per Person. Proof of ownership and age required.)

Inftastructure Units (IUs) are defined as:

• Programs - ASP Files (These are programs for your pages and/or server side functionality i.e. "HomePage.asp")
• Include Files (These are files that become part of different pages i.e. the copyright for your site "Copyright.inc")
• Java Scripts (These are files sent to the Client {IE, Netscape, etc.} for Client side functionality i.e. "Snow.js")
• Visual Basic Files (Programs that make the site work i.e. sending email from the site or uploading documents)
• Application Files (Server Scripts needed by your application i.e. "Global.asa")
• HTML Files (Simple, static Website pages i.e. "Index.html Default.htm")
• Image Files - Counts as an IU if it's a catalogue item. (Image files i.e. ".gif, .jpg, .png, .wmv, .mov, etc.")
• Miscellaneous Files - Application files like (Word/.doc, Power Point/.ppt, Adobe/.pdf, etc.)
• Email Boxes - An email box is required for each email address you have.
• Processor (When a dedicated server is needed)
• Database Files (Files that contain your database information i.e. Your Inventory, Customers, Orders, etc.)
• Certificates (A file that contains your certificate for secure pages i.e. HTTPS://MyFirstSite/Login)
• IP: (A unique Internet address needed when you have a dedicated server or a secure site i.e. HTTPS://)

Monthly Dues will be calculated as:

Monthly Dues = Infrastructure Units * Experience Factor * Untilization

Based on Infrastructure Units a Member's Website will belong in one of these classes:

• Class V: Legacy development. (Essentially a Class K₂-I-X. Probably an in-house development project.)
• Class IV: The Member's website requires SSL with/without a database or the Member has a dedicated IP address, dedicated server or more than 100 IUs. (Max IUs n/a)
• Class III: Member's website requires database services or has more than 30 IUs. (Max IUs 100)
• Class II: Member's website doesn't require or Member didn't request a higher class of service and has or wants a dotMobi or has more than 20 IUs. (Max IUs 30)
• Class I: Member's website doesn't require or Member didn't request a higher class of service and Member doesnt have a dotMobi. (A basic website)(Max IUs 20)

Excluding Class V a Member's website will automaticaly move up in class if it exceeds the maximun Infrastructure units for its current class. The Member will have to pay any difference in Membership Fees at that time.

Strategic & Tactical Marks.

With the exception of the E mark, which is at the Member discretion, a Member's Website class-mark may change over time. A Member's Website Class may have one or more of the following class-marks:

• D: This Website is still in its 2 year required Discounted Membership period. (i.e. Class I-D)
• E: This is the Exclusive Membership mark. It combines with other classes i.e. Class III-E
  The Exclusive Membership is purchased as an added feature.
• H: This is the Holistic Membership mark. It combines with other classes i.e. Class H-II.
  A Holistic site has a dedicated support person.
• K_n: This is the Kaiser Membership mark. It combines with other classes i.e. Class K_n-II.
  A Kaiser mark is normally temporary and indicates the use of additional staff during development or major re-work but could be used to indicate a full-time support person.
• M: This website doesn't meet the minimum Infrastructure Units and will pay Monthly Dues based on the Class minimum i.e. Class II-M.
• S: This is a DBA/LLC and the owner is over 59 i.e. I-S.
• X: This website has extras that are not provided by Club Membership or in the Membership class i.e. Class I-X

Excluding Class I, Members can have a dotMobi.

A dotMobi is a Website (YourCompany.mobi) that is designed to work on a cell phone. The Member's dotMobi website is designed to work on all size screens and contains a link to their (.com) website for people using a PDA and a link that will automatically dial their phone number on the site visitor's cell phone. Because of slow download speed on cell phones the pages contain text designed to get the person to contact the Member. Why a dotMobi? Modern cell phones automatically add the (.mobi) to a URL so the user doesn’t have to key in the .TLD (Top Level Domain).

Members agree that Exclusive Memberships may be sold by TWClark LLC

An Exclusive Membership is obtained when a Member purchases it. At that time no other website of that type (i.e. Candy Store) can join The WOC. If there is a website of that type in The WOC an Exclusive Membership will not be sold.

Members in general have unlimited support and services:

A Member lets us know what they want and if it's in their Membership Class we do it. Simply put; "They don't have to pay extra for anything done to their Website."

Unlimited Defined:

• Modifications: There is no limit on the number of Class authorized changes, additions or deletions that you can have made to your website. (Class authorized - You can't get database services on a Class II or Class I site.)
  1. There is a penalty if your utilization exceeds 200% in any three periods and your total utilization exceeds 200%.
  2. There is a penalty if your total utilization exceeds 500% in any one year.

• Disk space: You can have as large a site as you need (you won't face an upper limit or "ceiling"). In other words, you can have as much content as you want.

• Data transfer: There is no limit. Visitors to your website will be able to download and view as much content from your site as they like. However, in certain circumstances, your server processing power or server memory could limit downloads from your site.

• Email storage: Unlimited email storage gives normal email account users like yourself an opportunity to not have to worry about hitting a storage limit. You can save your correspondence and never worry about having to delete older messages to make room for more. However, the purpose of unlimited storage isn't to provide an online storage warehouse. Email left on the server more than 14 days is deleted.

Term of Membership

• Your membership lasts as long as you want it. Monthly dues are billed monthly, in advance, and by paying your monthly dues your membership is renewed for one month.
• By not paying your Monthly Dues you are requesting immediate Membership termination.

Membership Termination

• You can terminate your membership at any time. Any Member that entered the WOC on a discounted membership fee must remain a member for two years or pay the difference of the Membership fee.
• TWClark LLC may terminate your Email service, without notice, in the event your account is suspected of SPAMMING.
• TWClark LLC may terminate you Membership with 30 days prior notice. If TWClark terminates your membership within 1 year of joining the WOC your Membership Fee will be refunded at the rate of 8.334% for each full month short of 1 year membership.

Refunds

Membership Fees are refundable during the first 90 days of membership. Any work done for the Member will be deducted from the refund amount. After 90 days Membership Fees are non-fundable and Monthly Dues are not refundable.

Probation

All new members have a 6 month probationary period. If during the probation period TWClark terminates a Member's membership the remainder of their Membership Fee minus any over utilization will be refunded.

Membership Termination Penalties

There is no penalty for terminating your membership. (If your then current utilization is over 100% you will have to pay any overage.)

Work Stoppages

Anything being worked on will terminate as soon as your membership expires.

Membership Expiration

Memberships expire on the last day of the month at 11:59 PM (GMT), unless renewed.

Selling your Membership

A Member may not sell their membership. (If a Member sells their website the Membership will transfer to the new owner.).

Monthly Dues may/will change:

• On your anniversary (They May increase, decrease or stay the same)
• When your Class changes (They May increase or decrease)
• When your utilization exceeds 200% in any 3 (three) periods and your total utilization exceeds 200% (Dues will double or you can pay the overage rate.)
• When your total utilization exceeds 500% in any year (Dues will tripple or you can pay the overage rate.)

Membership Includes:

• All Class authorized changes, additions or deletions to your Website.
• Website Design Services
• Website Hosting
• Website Graphics
• Email Service
• Health Checks
• Domain Name
• Database Services (Class III and above)
• A dotMobi Website (YourCompany.mobi) (Calss II & above)
• SSL Certificates (Class IV service)
• Dedicated Server (Class IV service & requires a setup fee)
• Dedicated IP address (Class IV service)

Payment of SSL Certificate and Domain Name Fees

TWClark will pay the cost of your SSL Certificate and Your Domain Name. If you pay them out of pocket TWClark will credit your account the equivalent of 1 year's cost on each anniversary.

Membership Excludes

• Required license fees for 3^rd party copyrighted materials.
• Out-of-pocket expenses.
• Out-of- class service. (i.e. SSL Certificates are not covered or available for a Class III or lower website)

Members agree that an Over Utilization (Overage Rate) may be charged

Members agree they will pay overages as set out above and agree the current overage rate is $79.00 per hour and this rate may change from time to time. In the event of change TWClark will notify Members via email 30 days prior to the change taking affect.

Website Content Ownership

• You receive an unlimited, non-exclusive license for code and/or the licensed rights to 3^rd party code.
• You receive the licensed rights for any Stock Photography provided by the club.
• You attest you have license rights to any image or content you provide us for use on your website.

Utilization and Infrastructure Units Reports

Files containing your Utilization and Infrastructure Excel Reports are posted in the "Account Manager" section of TWClark's website in the "My Support Files" section.

Distribution of Website Code

A file containing the current content of your Website will be posted in the "Account Manager" section of TWClark's website in the "My Support Files" section. This file will be updated annually, monthly if content changes or when your Membership terminates.

The Club will have Referral Incentives

The WOC will always have a Referral Incentive. Members can review the current incentive in the "Account Manager" section of TClark's website in the "My Support Files" section.

Hiring WOC or TWClark employees

Member agrees NOT to hire a WOC or TWClark employee while they are a Member or for a period of two years after their membership is terminated. If a member hires or contracts directly or indirectly with an employee or ex-employee within that timeframe they agree to pay TWClark the sum of $120,000.

Force Majeure

Neither Party shall be considered to be in default pursuant to this DOU if the fulfillment of all or part of its obligations is delayed or prevented due to "force majeure". "Force majeure" is an external unforeseeable and irresistible event, making it absolutely impossible to fulfill an obligation.

Governing Law

This DOU shall be construed and enforced in accordance with the laws in force in the state of Texas.

Election of Domicile.

The Parties agree to elect domicile in the judicial district of Houston, Harris County state of Texas for the hearing of any claim arising with respect to the interpretation, application, performance, term, validity or effects of this DOU.

Reviewers and Approvers - Friday, November 21, 2008  7:22:35 AM GMT

TWClark LLC	s/Thomas W. Clark_______
I Don't Accept 38.103.63.62	s/Type Your Signature___

 

NOT VALID WITHOUT A WOC MEMBER SEAL.

Last Updated 6/1/2008

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