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CO-OP WEB BUILDER
PROGRAM AGREEMENT

This Touchstone Energy Co-op Web Builder Program Agreement ("Agreement") is made by and between Touchstone Energy Cooperative, Inc. ("Touchstone Energy", "we", or "us") and the member ("Member" or "you"). This Agreement is effective as of the date that you first begin using the services discussed below.  Member agrees to all terms and conditions as they currently exist in this Agreement or as they are later adopted or amended with notice to the Member. 

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties hereto agree as follows: 

1. General Program Description. Touchstone Energy has contracted with vendors to offer the Co-op Web Builder Program ("Program"). This Program provides Member with a user-friendly solution for developing, maintaining and hosting a professional-looking website that incorporates the Touchstone Energy imagery. Through the Program, Member has access to a set of website templates and a website content management system (together, "Web Development Services") and website hosting services ("Hosting Services") provided by third party service providers. Your Program account includes: 
   
   ▪    One Program site
   ▪    One site build (optional)
   ▪    Free unlimited hosting for the one Program site
   ▪    Access to all Program training webinars, user manuals and other learning resources
   ▪    Access to Touchstone Energy’s professional Drupal support team
   ▪    Access to edit Member site 24/7 from any device
   
   Additional sites and services are available upon request.  Please request them by emailing the Program staff at [email protected]  A statement of work will be issued to Member to execute and shall become part of this Agreement. 
    
2. Web Development Services. Touchstone Energy provides multiple website templates from which you can choose to activate at any time. These website templates incorporate the Touchstone Energy imagery, trademarks, and overall "look and feel" of the Touchstone Energy messaging and other materials. You are responsible for selecting the template you want to use and for uploading and managing your content (Content) via the content management system ("CMS"). Touchstone Energy may choose another vendor to provide these services or may choose to terminate provision of these services at any time, in its sole discretion.
    
3. Hosting Services. Touchstone Energy has contracted for a dedicated server hosting account with a third-party provider ("Hosting Vendor") for the hosting of all participating members' websites. Touchstone Energy is responsible for paying all charges associated with the Hosting Services under a master billing arrangement with the Hosting Vendor, but the Hosting Vendor -and not Touchstone Energy - is solely responsible for the provision of the Hosting Services. Touchstone Energy’s agreement with the Hosting Vendor is limited only to the hosting of the website and does not include or provide ownership of any domains or any third-party applications and services such as email or Member managed software. You are exclusively responsible for your domains and third-party applications and services, such as email or co-op managed software.  Should you encounter any problems with or have technical questions about the Hosting Services please contact us at [email protected]  Touchstone Energy may choose another vendor to provide these services or may choose to terminate provision of these services at any time, in its sole discretion.
    
5. Program Participation. Member remains eligible to use the Program services for as long as the Member remains a member of Touchstone Energy in good standing.  Your eligibility to participate in the Program terminates with the termination of your membership. This means you must discontinue use of the Program, Touchstone IP (defined below) and move your website off Touchstone Energy's dedicated server hosting account at the time your membership ends. Member is responsible for any and all costs associated with transitioning a website out of the Program. Continued participation in the Program is subject to this Agreement, its terms and conditions, which may change at any time with notice to the Member.
    
6. Ownership of Intellectual Property; Compliance with Laws; Data Security.  Touchstone Energy is the sole and exclusive licensor of the CMS, website templates, Touchstone Energy trademarks, service marks, copyrights and logos, and all rights and interest therein (collectively, the “Touchstone IP”).  You are the sole and exclusive owner of and solely responsible for all Content that you upload through the CMS and all data that you collect from and about your website users (“Data”).  Touchstone Energy grants you a non-exclusive, non-transferable license, for as long as you are eligible to participate in the Program, to use the Touchstone IP to develop and maintain your website.  You grant Touchstone Energy a non-exclusive license to access and use your Content and Data for the purpose of providing the services and administering the Program.  You represent and warrant that all Content is your own or you have permission to upload and display it on your website, and you agree to not upload any Content that is unlawful, objectionable, or in violation of any third party’s intellectual property or privacy rights.  In addition, you agree to comply with all applicable federal, state, and local laws, rules, and regulations and industry standards (collectively, “Laws”) relating to your participation in the Program; use of the Web Development Services and Hosting Services, use of Content, and your collection, use, sharing, and security of Data.  This includes, without limitation, compliance with all applicable privacy and data security Laws.  You shall employ and maintain security, back-up, and recovery measures appropriate for the type of Data collected through your website to protect the Data during transmission and storage (which may include, without limitation, encryption and firewalls). 
     
7. Limitation of Liability & Indemnification. By entering into this Agreement and by participating in the Program, you acknowledge your understanding and agreement that Touchstone Energy is not directly providing the Hosting Services. You understand that to use the Program, you are solely responsible for all Content that you upload through the CMS and for the security of the Data that you collect.  In addition, you are solely responsible for determining the suitability of the Program for your business purposes and the type of Data you collect. Touchstone Energy is not responsible for any unauthorized access to, unauthorized use of, or the loss or destruction of your Content or Data.  You are solely responsible for use of the Program by your employees, other authorized individuals, and any unauthorized person who gains access to your Data. Touchstone Energy shall not be liable to you for any claims that may arise in connection with your use of the Program. The Program is provided “as is” and Touchstone Energy expressly disclaims any and all warranties regarding the Program, express or implied, including (without limitation) warranties of merchantability, fitness for a particular purpose, and non-infringement.  We do not guarantee the services will be uninterrupted, always available, error-free, or secure.  Further, Touchstone Energy disclaims all responsibility for any incidental, indirect, special, or consequential damages of any nature that may arise through your use of the Program, even if you advise us of the possibility of such damages. Further, you shall save, defend, indemnify and hold Touchstone Energy, its affiliates, and their directors, officers, employees, and agents harmless from and against any and all claims, actions, demands, damages, judgments, liabilities, losses, expenses and costs of every kind, nature and description (collectively, “Claims”) which arise as a result of or in connection with your website, Content or Data, your use of the Web Development Services or Hosting Services, or your negligence or breach of this Agreement (including, without limitation, any Claims that may be made by the Hosting Vendor). While participating in the Program, you shall maintain adequate insurance coverage for all foreseeable risks associated with your website and participation in the Program, including but not limited to risk associated with copyright infringement and data privacy and security.
    
8. No Joint Venture. Nothing in this Agreement creates a partnership, joint venture or agency relationship among you, us, or third-party providers of the Web Development Services or Hosting Services.
    
9. Miscellaneous. This Agreement is the parties' entire agreement and is governed by the substantive laws of Virginia, without respect to its conflict of laws.  Any and all claims arising out of or related to this Agreement shall be brought in Arlington County Virginia or the Federal District Court for the Eastern District of Virginia, Alexandria Division. Member, through its duly authorized agent, hereby enters into this Agreement by accepting terms though the Co-op Web Builder site as instructed by the prompt on that page.  Member agrees that its participation in the Program is deemed acceptance of this Agreement by its duly authorized agent.