AGREEMENT BETWEEN CUSTOMER AND COMPUTICA, INC.

1.              Services Offered

Total Party Planner Web catering & banquet management software (referred hereinafter as "Total Party Planner Web", “Computica, Inc.”, "our", "we" and/or "us") offers business customers (also referred hereinafter as "Customers", "Customer", "subscriber", "you" and/or "your") who agree to the following terms and conditions of service (hereinafter the "Terms and Conditions") the ability (the "Service") to manage their catering and/or banquet management business via the Internet on a web site (the "Site") hosted and maintained by Computica, Inc. To use the Service, you must obtain access to the Internet, either directly or through devices that access web-based content, and pay any service fees associated with such access. In addition, you must provide all equipment necessary to make such connection to the Internet, including a computer and modem or other access device.

2.             Billing

Every month, Computica, Inc. will charge your credit card for the amount you specified during the enrollment procedure (the "Membership").  Optionally, you may opt to pay a discounted monthly rate by paying for 1 full year in advance. The 1 year discounted amount is determined at enrollment.  We reserve the absolute right, at our sole discretion, to terminate our provision of the Service to you if funds are not available. The first payment will be due upon execution of these Terms and Conditions. Thereafter, payment will be due not later than the first day of the contract term billing period for the subsequent term of Service. Contract term is determined by the payment plan specified during enrollment procedure (one month or one year). If Computica, Inc. does not receive payment from the card issuer, you agree to pay Computica, Inc. all amounts due upon demand. Customer agrees to pay all attorney and collection fees arising from Computica, Inc.’s efforts to collect any past due amounts from Customer.

A.   Continuous Service Membership. Subscription membership in the Service is on a continuous service basis. This means that once you have become a subscribing member, your membership will be automatically renewed and your credit card will be charged based on the subscription payment plan in accordance with the term length. Credit card charges may be processed immediately after invoicing.

B.    Price Increase.  Price increases are capped based on this Terms of Service.  Should a price increase apply, Computica, Inc. will notify Customer 10 days in advance of term ending.  Computica Inc. will automatically apply any price increase to Customers credit card for another term length. The current price increase terms are noted below.

Customer selecting a MONTHLY billing plan : 2 year guarantee of initial price agreement. Upon end of 2nd year, a 10% max increase per each year following may be applied. The determination of a price increase after the 2nd year is at the sole discretion of Computica, Inc. Changing from a monthly billing plan to a yearly billing plan will qualify customer to the yearly price increase terms noted below.

Customer selecting a YEARLY billing plan : 5 year guarantee of initial price agreement. Upon end of 5th year, a 10% max increase per each year following may be applied. The determination of a price increase after the 5th year is at the sole discretion of Computica, Inc. Changing from a yearly billing plan to a monthly billing plan will subject customer to the monthly price increase terms noted above.

C.   Late Fee.  If a credit card account setup for monthly billing cannot be successfully completed on Customers scheduled draft day, a $25.00 fee will be assessed. Each Customer will be allowed one (1) declined transaction per year. Computica, Inc. will try to run Customers card two (2) days after the initial declined attempt without Customer approval.  Customer accounts that remain unpaid for 3 weeks after the initial billing date will have service terminated without warning. If a Customer wishes to have service reconnected, a $100.00 reactivation fee will be added to the outstanding balance. Reconnection to the service will not be granted until the Customers outstanding balance is paid in full.  In addition, Computica, Inc. reserves the right to require Customers with a history of delinquency to pay for their service on a yearly basis instead of a monthly draft.

D.   Cancellations. You may cancel your Total Party Planner Web with a 30 day notice. NO REFUNDS OR CREDITS: Upon cancellation or termination of the Service, you will not receive a refund for any charges or fees associated with the Service.

3.         Term and Termination

The Terms and Conditions shall continue in full force and effect for a period of one year from the date you originally accept them and shall be automatically renewed on each anniversary thereof for an additional term of one year. The Terms and Conditions may be terminated as follows:

A.  Either party may terminate the Terms and Conditions at any time and for any reason upon not less than 30 days notice of termination to the other party, and

B.   In the event of any termination pursuant to this Section, Computica, Inc.'s obligation to provide the Service to you will cease immediately.

4.         Acceptance of Terms

If you agree to accept the Terms and Conditions by signing and dating the end of this agreement, your business will be made available on Total Party Planner Web. Computica, Inc. reserves the right to periodically modify these Terms and Conditions. Customers will be notified via email that change(s) have been made.  All Customers agree to be bound to the most recent version of the Terms and Conditions, regardless of what version Customer initially signed.  You can review the most recent version of the Terms and Conditions at any time at www.totalpartyplannerweb.com. In addition, you will be subject to any guidelines or rules we may post from time to time. All such guidelines or rules are hereby incorporated by reference into the Terms and Conditions. Should you breach this Agreement, Computica, Inc. will revoke your license to use the Service and suspend your right of access. In such a case, no portion of your membership payment will be refunded. Should Computica, Inc. decide to suspend the Service for any reason other than breach, it will refund to you the unused portion of your membership payment, which will be your sole and exclusive remedy upon such a suspension of Service.

5.         Member Account, Password and Security

You will receive a password and login designation.  You are responsible for maintaining the confidentiality of the password and account, and are fully responsible for all activities that occur under your password or account. You agree to:

A.   immediately notify Computica, Inc. of any unauthorized use of your password or account or any other breach of security, and

B.   ensure that you logout from your account at the end of each session.

Computica, Inc cannot and will not be liable for any loss or damage arising from your failure to comply with this Section or from any loss or damage arising from the actions of any third party.

6.         License

Subject to the Terms and Conditions, Computica, Inc. grants you a non-exclusive and non-transferable license to access the Services over your computer or computers. Computica, Inc. is the owner of any and all information, data, text, software, messages and other materials (collectively, "Content") within the Service.

7.         Restrictions on Use of Services

Except as expressly permitted, you may not reproduce, disclose, redistribute, retransmit, publish, sublicense, assign, transfer or commercially exploit any of the Services or any other content that you receive, directly or indirectly, through the Services to anyone without prior written approval from Computica, Inc. You may not use or permit anyone to use the information provided through the Services for any unlawful or unauthorized purpose.

8.         Termination

You agree that Computica, Inc., at its sole discretion, may terminate your password, account (or any part thereof) or use of the Service, and remove and discard any Content within the Service, for any reason, including, without limitation, for lack of use or if Co