Document of Understanding
This is a Document of Understanding (“DOU”) effective as of January 1 2007 by and between TWClark LLC
operator of the Website Owners Club (“WOC”) and such other parties who may become WOC Members from time to time
pursuant to the provision of this DOU.
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.
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 is content. (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 (15 IUs) (When a dedicated server is needed)
- Database Files (8 IUs) (Files that contain your database information i.e. Your Inventory, Customers, Orders, etc.)
- Certificates (5 IUs) (A file that contains your certificate for secure pages i.e. HTTPS://MyFirstSite/Login)
- IP: (4 IUs) (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 I: 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 II: Member's website requires database services or has more than 30 IUs. (Max IUs 100)
- Class III: 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 IV: 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)
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.
- Kn: This is the Kaiser Membership mark. It combines with other classes i.e. Class Kn-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.
- X: This website has extras that are not provided by Club Membership or in the Membership class i.e. I-X
Excluding Class IV, 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
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 III or Class IV site.)
- There is a penalty if your utilization exceeds 200% in any three periods and
your total utilization exceeds 200%.
- 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 may terminate your Email service, without notice, in the event your account is suspected of SPAMMING.
- TWClark 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 30 days of membership. Any work done for the Member
will be deducted from the refund amount. After 30 days Membership Fees are non-fundable and
Monthly Dues are not refundable.
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 II and above)
- A dotMobi Website (YourCompany.mobi) (Clss III & above)
- SSL Certificates (Class I service)
- Dedicated Server (Class I service & requires a setup fee)
- Dedicated IP address (Class I 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 3rd 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 LLC 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 3rd party code.
- You receive the licensed rights for any Stock Photography provided by the club.
- You attest you have license rights to any image 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 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 - Monday, May 12, 2008
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TWClark LLC
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s/Thomas W. Clark______________________
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38.103.63.16
00:08
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_____________________________________
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NOT VALID WITHOUT A VALIDATED E-SIGNATURE.
Last Updated
3/17/2008
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