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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 cooperative ("Cooperative" or "you"). This Agreement is effective as of the date that you first begin using the services discussed below. 

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 respected vendors to offer the Co-op Web Builder Program ("Program"). This Program provides Touchstone Energy member cooperatives with a user-friendly solution for developing, maintaining and hosting a professional-looking web site that incorporates the Touchstone Energy imagery. Through the Program, Touchstone Energy member cooperatives have access to a set of web site templates and web site content management system (together, "Web Development Services") and web site hosting services ("Hosting Services") provided by third party service providers. Touchstone Energy is offering these Web Development Services and Hosting Services to Touchstone Energy member cooperatives as part of the annual investment fee (that is, you pay nothing beyond your annual membership investment fee in Touchstone Energy). Your participation in the Program is completely voluntary.
2. Web Development Services. Touchstone Energy has contracted with a third party service provider ("Development Vendor") for the development of multiple web site templates from which you can choose. These web site templates incorporate the Touchstone Energy imagery, trademarks, and overall "look and feel" of the Touchstone Energy advertising and other materials. You are responsible for selecting the template you want to use and for uploading and  managing your cooperative's content (ìContentî) via the content management system ("CMS"), which the Development Vendor maintains. The Development Vendor - and not Touchstone Energy- is solely responsible for the HTML web site templates, corresponding programming, and the CMS. Should you encounter any problems with or have technical questions about the Web Development Services, you should contact the Development Vendor .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. You will be reasonably notified in the event of such a change so that you will know who to contact if you have a question about or problem with the Web Development Services.
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 cooperatives' web sites. By hosting all the web sites together with one vendor, this allows for streamlined, ongoing development and maintenance that would be prohibitively expensive and time-consuming if managed across multiple web hosts. 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 Energyís 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 co-op 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 that occur outside of Touchstone Energyís provided support hours, you should contact the Hosting Vendor through the information provided by the support team once your website has been successful transferred to the Co-op Web Builder program.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. You will be reasonably notified of such a change so that you can contact that Hosting Vendor if you have a problem with the Hosting Services.
4. Vendor Contact Information. When you apply for the Program and are approved, you will be provided with contact information for both the Development Vendor and the Hosting Vendor. As indicated above, in the event that Touchstone Energy, in its sole discretion, decides to change vendors or terminate provision of the services, you will be reasonably notified of any such change. This notification may take various forms, including an email or web site announcement.
5. Program Participation. Cooperative remains eligible to use the Program services for as long as Cooperative remains a member of Touchstone Energy in good standing and for as long as Touchstone maintains relationships with the Development Vendor and Hosting Vendor and they continue to provide the services. Your eligibility to participate in the Program terminates with either the termination of your membership or termination of services by the Development Vendor or Hosting Vendor. This means you must discontinue use of the Touchstone IP (defined below) and move your web site off Touchstone Energy's dedicated server hosting account at the time your membership ends or the Development Vendor or Hosting Vendor no longer provide the services. Cooperative is responsible for any and all costs associated with transitioning a web site from the services offered through this Program.
6. Ownership of Intellectual Property; Compliance with Laws; Data Security.  Touchstone Energy is the sole and exclusive owner or licensor of the CMS, web site templates, Touchstone Energy trademarks, service marks, copyrights and logos, and all rights, title, and interest therein (collectively, the ìTouchstone IPî).  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 web site users (ìDataî).  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 and the Development Vendor 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 web site, and you agree to not upload any Content that is unlawful, objectionable, or in violation of a third partyís 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, ìLawsî) relating to your participation in the Program and use of the Web Development Services and Hosting Services, the Content, and your collection, use, sharing, and security of the 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 web site 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 either the Web Development Services or 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 services 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 services 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 either the Web  Development Services or Hosting Services. The services are provided ìas is,î and Touchstone Energy expressly disclaims any and all warranties regarding the services, express or implied, including (without limitation) warranties of merchantability, fitness for a particular purpose, and non-infringement.  We do no 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 services, 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, ìClaimsî) 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 Development Vendor or Hosting Vendor). While a 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 security.
8. No Joint Venture. Nothing in this Agreement creates a partnership, joint venture or agency relationship among you, us, or the 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. Cooperative, through is 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.  Cooperative agrees that its participation in the Program is deemed acceptance of this Agreement by its duly authorized agent.