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Master Service Agreement

This Master Services Agreement (“Agreement”) is made as of the date listed at signature (defined below) between Arclight Media (“ARCLIGHT MEDIA”) and the entity listed on the Quote (“Customer”). This Agreement provides the general terms and conditions applicable to the Customer’s purchase of services (“Service(s)”) from ARCLIGHT MEDIA.

1. Customer must submit request for Service in a manner and on a form designated by ARCLIGHT MEDIA (“Quote”). Each Quote will state the term for which Service is requested, (the “Service Term”) and the pricing for the Service. Service will continue on a month-to-month basis upon expiration of the Service Term at month-to-month rates. Customer will pay ARCLIGHT MEDIA’s then current charges for any moves, additions or changes agreed to by ARCLIGHT MEDIA to any Quote or Service.


2. Installation, Acceptance and Access. ARCLIGHT MEDIA will attempt to provide Service by any requested completion date, but will not be liable for any delays in Service delivery. The Service is delivered on the date the Service becomes operational (“Service Commencement date”). Unless Customer notifies ARCLIGHT MEDIA in writing within 3 business days of the Service Commencement Date that Service is not operational, then the Service will be deemed accepted by Customer, the Service Term will commence and Customer will begin paying for the Service as of the Service Commencement Date. If access to non-ARCLIGHT MEDIA facilities (including inside wiring) is required for delivery of Service or the installation, maintenance or removal of ARCLIGHT MEDIA equipment used to deliver Service, Customer will, at its expense, secure rights for ARCLIGHT MEDIA to access and the use or such facilities, power and HVAC as needed for Service delivery. Title to equipment (including software) provided by ARCLIGHT MEDIA will remain with ARCLIGHT MEDIA. Customer will not create or permit to be created any encumbrances on ARCLIGHT MEDIA’s equipment. Customer will not access or attempt maintenance on ARCLIGHT MEDIA equipment and will pay for any equipment damage caused by customer.


3. ARCLIGHT MEDIA may require a security deposit at any time as a condition to continuation of Service. Unused Customer deposits will be refunded following expiration or termination of this Agreement.


4. Invoices and Disputes. Invoices are delivered monthly and payment is due 30 days after the invoice date (the ”Due Date”). Fixed charges are billed in advance and usage-based charges are billed in arrears. Billing for partial months is prorated. Past due amounts bear interest at 2.5% per month or the highest rate allowed by law, whichever is less. Customer is responsible for all Service charges, even if incurred as the result of unauthorized use. If Customer reasonably disputes an invoice, Customer must pay the undisputed amount by the Due Date and submit written notice of the disputed amount (detailing the nature of the dispute, the Services and invoice(s) disputed). Disputes must be submitted in writing within 90 days of the date of the invoice or the right to dispute is waived. If a dispute is resolved against Customer, Customer will pay the disputed amounts plus interest from the initial Due Date. Customer will be liable to ARCLIGHT MEDIA for all costs and expenses incurred in collecting amounts due to ARCLIGHT MEDIA, including legal ARCLIGHT MEDIA may implement electronic systems for invoice delivery, submission and resolutions of disputes and/or requiring electronic invoice payment; Customer will use such systems (and other similar electronic systems) if implemented by ARCLIGHT MEDIA. ARCLIGHT MEDIA may require a credit card on file if the invoice is less than Five Hundred USD.


5. Taxes and Fees. Except for taxes based on ARCLIGHT MEDIA’s net income, Customer will be responsible for all taxes and fees arising in any jurisdiction, including but in no way limited to value added, consumption, sales, use, gross receipts, foreign withholding (which will be grossed up), excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges (including regulatory and 911 surcharges) imposed on or incident to the provision, sale or use of Service (whether imposed on ARCLIGHT MEDIA or any affiliate of ARCLIGHT MEDIA) (collectively, “Taxes and Fees”). Such charges may be shown on invoices as cost recovery fees. Charges for Service are exclusive of Taxes and Fees. Customer may present ARCLIGHT MEDIA a valid exemption certification and ARCLIGHT MEDIA will give effect thereto


6. Use of Service. Customer will at all times comply with and conform its use of the Service to the ARCLIGHT MEDIA Acceptable Use Guidelines and ARCLIGHT MEDIA Anti-SPAM Policy set forth at ARCLIGHT MEDIA's web site, https://arclightmedia.com/acceptable-use-policy and hereafter collectively “AUP”, as such AUP may hereafter be modified or updated by ARCLIGHT MEDIA in its reasonable discretion from time to time. In the event: Customer violates the AUP and ARCLIGHT MEDIA determines, in its reasonable discretion, that there is potential harm to its Network or business, ARCLIGHT MEDIA shall have the right to immediately suspend all impacted Services herein provided for (an “AUP Suspension”). ARCLIGHT MEDIA shall notify Customer, in writing, of any AUP Suspension and the reasons for the same (the “Violations”). Should Customer thereafter cure the Violations, ARCLIGHT MEDIA, in its reasonable discretion, may re-enable the Service upon satisfaction to ARCLIGHT MEDIA that all Violations have ceased or otherwise been cured, and upon adequate assurance that such Violations will not re-occur in the future. No AUP Suspension shall be deemed to abate, suspend, or otherwise relieve Customer from the payment of any charges due for Services hereunder. In the event that the parties subsequently determine that an AUP Suspension by ARCLIGHT MEDIA resulted from ARCLIGHT MEDIA’s error, ARCLIGHT MEDIA shall provide a pro-rata credit to Customer, based upon Customer’s monthly Service Fee, and in no event greater than one month’s Service Fee as set forth in the Quote, against the Customer’s next monthly billing.


7. Maintenance and Network Modifications. Maintenance by ARCLIGHT MEDIA (which may be Service impacting) is included in the fees for Service, unless such maintenance is necessitated by acts or omissions attributable to Customer, for which maintenance Customer will pay ARCLIGHT MEDIA. In addition to Service maintenance, ARCLIGHT MEDIA may make certain network modifications and thus changes to the Customer’s Service which changes do not materially and adversely affect Service performance. In the event of such network modifications and changes, Customer understands that the same may limit Customer’s ability to retain existing codes and/or necessitate other changes or modifications to Customer’s Services. Customer will reasonably cooperate with ARCLIGHT MEDIA to facilitate such modifications. (a)Scheduled Maintenance. ARCLIGHT MEDIA will monitor ARCLIGHT MEDIA's Network 24 hours per day, 7 days per week. Scheduled Maintenance will be performed between the hours of midnight and 4:00 a.m. (local time where the maintenance is being performed) unless another time is agreed to by the Parties for the particular circumstance. ARCLIGHT MEDIA will endeavor to provide Customer with at least five business days notice before performing Scheduled Maintenance unless a shorter notice period is required under the circumstances. (b)Emergency Maintenance. If ARCLIGHT MEDIA has to perform maintenance outside of the Scheduled Maintenance window set forth in Section (a) above, then ARCLIGHT MEDIA will provide as much prior notice to Customer as is practicable under the circumstances.


8. If (i) Customer fails to make any payment when due and such failure continues for 10 business days after written notice from ARCLIGHT MEDIA, (ii) a party has a right of termination under an applicable tariff, (iii) either party fails to observe or perform any other material term of this Agreement or accompanying Service Level Agreement (SLA) and such failure continues for 30 days after written notice from the other party, then the non-defaulting party may: (a) terminate this Agreement and/or any Quote, in whole or in part, and/or (b) subject to the limitations of this Agreement and applicable tariffs, pursue any remedies it may have at law or in equity. If any change in applicable law, regulation, rule or order materially affects delivery of a Service, the parties will negotiate appropriate changes to this Agreement. If the parties are unable to reach agreement within 30 days after ARCLIGHT MEDIA’s delivery of written notice requesting renegotiation: (a) ARCLIGHT MEDIA may pass any increased costs relating to delivery of Service through to Customer and (b) if ARCLIGHT MEDIA does so, Customer may terminate the affected Service without termination liability by delivering written notice to ARCLIGHT MEDIA within 30 days.


9. Termination Liability. If prior to installation of contracted Service, Customer cancels a Quote for convenience or ARCLIGHT MEDIA terminates the Agreement for cause, Customer will pay ARCLIGHT MEDIA a cancellation charge (which Customer acknowledges is a reasonable approximations of ARCLIGHT MEDIA’s damages and is not a penalty) equal to all out-of-pocket expenses which will be incurred by ARCLIGHT MEDIA as a result of the cancellation, including, but not limited to, third party liability. If prior to expiration of the Service Term, Customer terminates Service for convenience or ARCLIGHT MEDIA terminates Service for cause, Customer will pay ARCLIGHT MEDIA a termination charge (which Customer acknowledges is a reasonable approximations of ARCLIGHT MEDIA’s damages and is not a penalty): (a) all unpaid amounts for Service provided through the date of termination; plus (b) all previously waived charges for the Service(s); plus (C) 100% of the remaining monthly recurring charges (if any) for months 1-12 of the Service Term; plus (d) 75% of the remaining monthly recurring charges for month 13 through the end of the Service Term; plus (e) if not recovered by the foregoing, any termination liability payable to third parties resulting from the termination.


10. Indemnification and Limitations of Liability. Customer will indemnify, defend and hold ARCLIGHT MEDIA, and its affiliates and each of its respective owners, directors, officers, employees and agents, harmless from and against any and all claims, suits, expenses, losses, demands, actions, causes of action, judgments, fees and costs, of any kind or nature whatsoever (Claims), arising from or related to any use, attempt to use or resale of Service or otherwise arising in connection with any Service or this Agreement. IN NO EVENT WILL EITHER PARTY BE LIABLE FOR ANY DAMAGES WHATSOEVER FOR LOST PROFITS, LOST REVENUES, LOSS OF GOODWILL, LOSS OF ANTICIPATED SAVINGS, LOSS OF DATA, THE COST OF PURCHASING REPLACEMENT SERVICES, OR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL, EXEMPLARY OR PUNITIVE DAMAGES ARISING OUT OF THE PERFORMANCE OR FAILURE TO PERFORM UNDER THIS AGREEMENT OR ANY QUOTE. ARCLIGHT MEDIA WILL HAVE NO LIABILITY FOR ANY CLAIM AGAINST CUSTOMER BY THIRD PARTY IN CONNECTION WITH OR FOR RESPONDING TO EMERGENCY 911 OR OTHER EMERGENCY REFERRAL CALLS.


11. Force majeure. Other than with respect to failure to make payments due hereunder, neither party shall be liable under this Agreement for delays, failures to perform, damages, losses or destruction, or malfunction of any equipment, or any consequence thereof, caused or occasioned by, or due to fire, earthquake, flood, water, the elements, labor disputes or shortages, utility curtailments, fiber cut, power failures, explosions, civil disturbances, governmental actions, shortages of equipment or supplies, unavailability of transportation, acts or omissions of third parties, or any other cause beyond its reasonable control (“Force Majeure Event(s)”). If at any time during the Service Term ARCLIGHT MEDIA is unable to perform under this Agreement for more than sixty (60) consecutive days as a result of a Force Majeure Event, either party may terminate this agreement upon 48-hour notice to the other.


12. Service Levels. The “Service Level” commitments applicable to the Services are found in ARCLIGHT MEDIA’s Service Schedules for each Service. Service Levels do not apply to off-net services (unless otherwise stated on a Service Schedule) or during periods of force majeure or Service maintenance (“Excused Outages”). If ARCLIGHT MEDIA does not achieve a Service Level, a credit will be issued to Customer upon Customer’s request. ARCLIGHT MEDIA’s maintenance log and trouble ticketing systems will be used for calculating any Service Level events. To request a credit, Customer must contact ARCLIGHT MEDIA Customer Service (contact information can be found at https://www.arclightmedia.com/contact-arclight-media) or deliver a written request with sufficient detail necessary to identify the affected Service within 60 days (unless another timeframe is stated in the applicable Service Schedule) after the end of the month in which the credit was earned. In no event will the total credits issued to Customer per month exceed the non-recurring and monthly recurring charges for the affected Service for that month. Customer’s sole remedies for any outages, failures to deliver or defects in Service are contained in the Service Levels (if any) applicable to the affected Service.


13. Customer may not assign its rights or obligations under this Agreement or any Quote without the prior written consent of ARCLIGHT MEDIA. This Agreement will apply to any permitted transferees or assignees. Customer may not resell any Services under this Agreement without the express written consent of ARCLIGHT MEDIA. Nothing in this Agreement, express or implied, is intended to or will confer upon any third party any right, benefit or remedy under or by reason of this Agreement.


14. EXCEPT AS SPECIFICALLY SET FORTH HEREIN, ALL SERVICES ARE PROVIDED BY ARCLIGHT MEDIA ON AN "AS-IS" BASIS, AND CUSTOMER'S USE OF THE SERVICES ARE AT CUSTOMER'S OWN RISK. ARCLIGHT MEDIA DOES NOT MAKE, AND HEREBY DISCLAIMS, ANY AND ALL OTHER AND/OR IMPLIED WARRANTIES, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NONINFRINGEMENT AND TITLE, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE, OR TRADE PRACTICE. ARCLIGHT MEDIA DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE, OR COMPLETELY SECURE. ARCLIGHT MEDIA WILL EXERCISE COMMERCIALLY REASONABLE EFFORTS TO MAINTAIN ALL SERVICES AND SERVICE LEVELS. ARCLIGHT MEDIA WILL REPAIR AND REMEDY ANY LISTED OUTAGES IN A TIMELY MANNER.


15. Mutual Confidentiality. Not limited to the terms of this agreement, all knowledge and information of a confidential nature acquired and disclosed during the conduct of business between both entities lists on the Quote are confidential and proprietary. Each party and its agents will keep such information confidential and not disclose such information to third parties, other than to its affiliates.


16. Customer grants ARCLIGHT MEDIA the right to disclose that it is a customer of ARCLIGHT MEDIA and to display Customer’s logo on ARCLIGHT MEDIA’s website. ARCLIGHT MEDIA grants Customer the right to disclose that it is a supplier to Customer and to display ARCLIGHT MEDIA’s logo on Customer’s website. Customer shall not acquire any other rights in ARCLIGHT MEDIA’s trade names, trademarks, product names, or logos.


17. Services may be provided by ARCLIGHT MEDIA or a ARCLIGHT MEDIA affiliate. This Agreement is binding on the parties’ and their permitted successors and assigns, and together with any Quotes, Service Schedules and applicable tariff(s) constitutes the entire agreement between the parties. This Agreement does not create any agent, joint venture, or partnership between ARCLIGHT MEDIA and Customer, each of which are independent business entities. No prior agreements, understandings, statements, proposals or representations, either oral or written, respecting the subject matter hereof apply. Except with regard to an applicable Service Schedule or Quote, this Agreement can be modified only in a writing signed by the parties. ARCLIGHT MEDIA may provide notices under this Agreement to any address identified in a Quote. Notices to ARCLIGHT MEDIA must be made to the address above. If any provision of this Agreement is held to be illegal or unenforceable, this Agreement’s unaffected provisions will remain in effect. If either party fails to enforce any right or remedy under this Agreement, such failure will not waive the right or remedy. This Agreement will be governed by and construed in accordance with the laws of California, without regard to its conflict of law provisions.

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Hosting Agreement

This Hosting Agreement is made on (the "Effective Date") between Arclight Media, a Sole Proprietorship with its principal place of business at PO Box 685, Nipomo, CA 93444 ("Arclight Media") and , whose principal place of business is , , (the "").

1. Hosting Services. Arclight Media shall provide with certain website hosting services and systems including a minimum of 10 GB website server space, HTML/CSS/PHP capabilities, MariaDB/MySQL usage, and SSL certificates upon request (the "").
2. Fees. will pay Arclight Media a monthly subscription fee of $20/Month (the "Subscription Fee") per domain for the provided under this agreement.
3. Payment. will pay the Subscription Fee to Arclight Media
   1. due on 1^st of each month,
   2. in immediately available funds, and
4. Taxes. will pay all Taxes applicable to payments between the parties under this agreement.
5. Late Payments
   1. Right to Suspend. If fails to make payments when due 3 times over any 6-month period, Arclight Media may suspend the until pays all outstanding fees plus a $10 reinstatement fee.
   2. Interest on Late Payments. Any amount not paid when due will bear interest from the due date until paid at a rate equal to 2.5% per month (34.46% annually) or the maximum allowed by Law, whichever is less.
6. Representations
   1. Mutual Representations
      1. Authority and Capacity. The parties have the authority and capacity to enter into this agreement.
      2. Execution and Delivery. The parties have duly executed and delivered this agreement.
      3. Enforceability. This agreement constitutes a legal, valid, and binding obligation, enforceable against the parties in accordance with its terms.
      4. No Conflicts. Neither party is under any restriction or obligation that may affect the performance of its obligations under this agreement.
   2. Arclight Media Representations. Arclight Media exercises no control over, and accepts no responsibility for, third party content of the information passing through Arclight Media's system, network hubs and points of presence, or the internet.
7. Compliance with Laws. Each party will
   1. comply with all applicable Laws relating to web hosting, and
   2. notify the other party if it becomes aware of any non-compliance in connection with this section.
8. Restrictions
   1. Prohibited Use. will not use the for any unlawful or harmful purpose, or any purpose that would put Arclight Media in a bad light, including that will not
      1. use it to host, store, send, relay or process any harmful components, including malware, viruses, and trojan horses,
      2. use it to infringe any Person's Intellectual Property, privacy, or other proprietary rights,
      3. use it to slander, libel, or defame any Person, publish a Person's personal information or likeness without consent, or otherwise violate a Person's privacy,
      4. use it to harass or threaten harm, or make offensive, indecent, or abusive statements or messages,
      5. use it to send mass unsolicited e-mail to third parties,
      6. use it to use internet relay chat,
      7. use it in a way that abuses the , disrupts other users' access to the , or otherwise harms or impedes the ,
      8. reverse engineer any of Arclight Media's systems,
      9. attempt to or help others gain unauthorized access to or use of the , or
      10. use it in any way which could reasonably put Arclight Media in breach of any of its other obligations.
   2. Acknowledgement Arclight Media Does Monitor. hereby acknowledges that Arclight Media may monitor version and patch control of WordPress, its plugins or similar software when used with the .
   3. Breach of These Restrictions. If Arclight Media reasonably believes has breached any restrictions under this section, Arclight Media may
   1. delete or amend any relevant Content, or
   2. suspend 's use of and access to the while investigating the issue.
   4. Status of Breach. If after Arclight Media's reasonable investigation of the issue it discovers has actually breached this section, Arclight Media may consider it a material breach of this agreement.
9. Limitation of Liability
   1. Mutual Limitation of Liability. Neither party will be liable for breach-of-contract damages that are remote or speculative, or that the breaching party could not reasonably have foreseen on entry into this agreement.
   2. Limitation on Arclight Media's Liability. Arclight Media will not be liable for any damages that result from any downtime or failure of performance of the , or otherwise not being able to use or access the .
10. Intellectual Property
    1. Each Party Retains Intellectual Property. Subject to paragraph 3 below, each party will retain exclusive interest in and ownership of its Intellectual Property developed before this agreement or outside the scope of this agreement.
    2. License to Arclight Media. hereby grants to Arclight Media a non-exclusive, non-transferable, non-sublicensable, world-wide, and royalty-free license to use 's pre-existing Intellectual Property solely for the purpose of providing the
    3. Developed Intellectual Property. If any Intellectual Property is developed under this agreement, whether by one party on its own or jointly-developed by both parties, the parties shall cooperate to execute a separate agreement regarding the ownership of and any licenses regarding that newly-developed Intellectual Property.
11. Confidentiality
    1. Confidentiality Obligation. The receiving party will hold in confidence all Confidential Information disclosed by the disclosing party to the receiving party.
    2. Use Solely for Purpose. A receiving party may only use the Confidential Information according to the terms of this agreement.
    3. Non-Disclosure. A receiving party may not disclose Confidential Information, the existence of this agreement, the Transaction, or the Purpose to any third party, except to the extent
       1. permitted by this agreement
       2. the disclosing party consents in writing, or
       3. required by Law.
    4. Notice. A receiving party will notify the disclosing party if it
    1. is required by Law to disclose any Confidential Information, or
    2. learns of any unauthorized disclosure of Confidential Information.
12. Use of Logos. hereby grants Arclight Media a non-exclusive, non-transferrable, non-sublicensable, and royalty-free license to use and reproduce 's name, logos, and trademarks on Arclight Media's customer lists, advertising, and website.
13. Term
    1. Initial Term. The initial term of this agreement will begin on [AGREEMENT DATE] and continue until the end of the calendar month, or if less than 14 days, the end of the following calendar month, unless terminated earlier (the "Initial Term").
    2. Automatic Renewal. Subject to paragraph 13.3, at the end of each Term this agreement will automatically renew for a renewal term of 1 month, unless terminated earlier ("Renewal Term").
    3. Election Not to Renew. Either party may elect not to renew this agreement, by providing notice to the other party at least 30 Business Days' before the end of the Term.
    4. Term Definition. "Term" means either the Initial Term or the then-current Renewal Term.
14. Termination
    1. Termination on Notice. Either party may terminate this agreement for any reason on 30 Business Days’ notice to the other party.
    2. Termination for Material Breach. Each party may terminate this agreement with immediate effect by delivering notice of the termination to the other party, if
       1. the other party fails to perform, has made or makes any inaccuracy in, or otherwise materially breaches, any of its obligations, covenants, or representations, and
       2. the failure, inaccuracy, or breach continues for a period of 5 Business Days after the injured party delivers notice to the breaching party reasonably detailing the breach.
15. Effect of Termination
    1. Termination of Obligations. Subject to article 3, on the expiration or termination of this agreement, each party's rights and obligations under this agreement will cease immediately.
    2. Payment Obligations. On the expiration or termination of this agreement, each party will
       1. pay any amounts it owes to the other party, including payment obligations for services already rendered, work already performed, goods already delivered, or expenses already incurred, and
       2. refund any payments received but not yet earned, including payments for services not rendered, work not performed, or goods not delivered, expenses forwarded.
16. Indemnification
    1. Indemnification by . (as an indemnifying party) will indemnify Arclight Media (as an indemnified party) against all losses and expenses arising out of any proceeding
       1. brought by either a third party or Arclight Media, and
       2. arising out of 's breach of its obligations under this agreement.
    2. Notice and Failure to Notify
       1. Notice Requirement. Before bringing a claim for indemnification, the indemnified party will
          1. notify the indemnifying party of the indemnifiable proceeding, and
          2. deliver to the indemnifying party all legal pleadings and other documents reasonably necessary to indemnify or defend the indemnifiable proceeding.
       2. Failure to Notify. If the indemnified party fails to notify the indemnifying party of the indemnifiable proceeding, the indemnifying will be relieved of its indemnification obligations to the extent it was prejudiced by the indemnified party's failure.
    3. Exclusive Remedy. The parties' right to indemnification is the exclusive remedy available in connection with the indemnifiable proceedings described in this section.
17. General Provisions
1. Amendment. This agreement can be amended only by a writing signed by both parties.
2. No Third-Party Beneficiaries. Unless explicitly stated otherwise elsewhere in this agreement, no Person other than the parties themselves has any rights or remedies under this agreement.
3. Relationship of the Parties
   1. No Relationship. Nothing in this agreement creates any special relationship between the parties, such as a partnership, joint venture, or employee/employer relationship between the parties.
   2. No Authority. Neither party has the authority to, and will not, act as agent for or on behalf of the other party or represent or bind the other party in any manner.
4. Dispute Resolution
   1. Arbitration. Any dispute or controversy arising out of this agreement and will be settled by arbitration in the State of California, according to the rules of the American Arbitration Association then in effect, and by 1 arbitrator.
   2. Judgment. Judgment may be entered on the arbitrator's award in any court having jurisdiction.
   3. Arbitrator's Authority. The arbitrator will not have the power to award any punitive or consequential damages.
5. Force Majeure. A party will not be liable for any failure of or delay in the performance of this agreement for the period that such failure or delay is
   1. beyond the reasonable control of a party,
   2. materially affects the performance of any of its obligations under this agreement, and
   3. could not reasonably have been foreseen or provided against, but will not be excused for failure or delay resulting from only general economic conditions or other general market effects.
6. Interpretation
   1. References to Specific Terms
   1. Accounting Principles. Unless otherwise specified, where the character or amount of any asset or liability, item of revenue, or expense is required to be determined, or any consolidation or other accounting computation is required to be made, that determination or calculation will be made in accordance with the generally accepted accounting principles defined by the professional accounting industry in effect in the United States ("GAAP").
   2. Currency. Unless otherwise specified, all dollar amounts expressed in this agreement refer to American currency.
   3. "Including." Where this agreement uses the word "including," it means "including without limitation," and where it uses the word "includes," it means "includes without limitation."
   4. "Knowledge." Where any representation, warranty, or other statement in this agreement, or in any other document entered into or delivered under this agreement,] is expressed by a party to be "to its knowledge," or is otherwise expressed to be limited in scope to facts or matters known to the party or of which the party is aware, it means:
   1. the then-current, actual knowledge of the directors and officers of that party, and
   2. the knowledge that would or should have come to the attention of any of them had they investigated the facts related to that statement and made reasonable inquiries of other individuals reasonably likely to have knowledge of facts related to that statement.
   5. Statutes, etc. Unless specified otherwise, any reference in this agreement to a statute includes the rules, regulations, and policies made under that statute and any provision that amends, supplements, supersedes, or replaces that statute or those rules or policies.
   2. Number and Gender. Unless the context requires otherwise, words importing the singular number include the plural and vice versa; words importing gender include all genders.
   3. Headings. The headings used in this agreement and its division into sections, schedules, exhibits, appendices, and other subdivisions do not affect its interpretation.
   4. Internal References. References in this agreement to sections and other subdivisions are to those parts of this agreement.
   5. Calculation of Time. In this agreement, a period of days begins on the first day after the event that began the period and ends at 5:00 p.m. Pacific Time on the last day of the period. If any period of time is to expire, or any action or event is to occur, on a day that is not a Business Day, the period expires, or the action or event is considered to occur, at 5:00 p.m. Pacific Time on the next Business Day.
   6. Construction of Terms. The parties have each participated in settling the terms of this agreement. Any rule of legal interpretation to the effect that any ambiguity is to be resolved against the drafting party will not apply in interpreting this agreement.
   7. Conflict of Terms. If there is any inconsistency between the terms of this agreement and those in any schedule to this agreement or in any document entered into under this agreement, the terms of this agreement will prevail. The parties will take all necessary steps to conform the inconsistent terms to the terms of this agreement.