Master Terms Of Service

The following Terms and Conditions are by and between ThrivePOP, LLC, a Michigan limited liability company (“ThrivePOP”), and that certain customer (“Customer”) as indicated on the applicable Order and Statement of Work that references these Terms and Conditions, all of which are incorporated into and made part of the Order and Statement of Work and are binding on and against ThrivePOP and Customer.

1. Website Design & Development
2. Website Hosting
3. Website Support
4. Marketing Services
5. Block Time Agreements
6. Search Engine Optimization
7. Social Media Management
8. Hubspot Support
9. Email Marketing 
10. Graphic Design
11. Online Advertising
12. Copywriting

1. Payment.  Customer will pay ThrivePOP all fees due upon receipt of an invoice specifying the amounts due ("Fees"), but in no event later than 10 days following the date of such invoice.  All Fees payable under this Agreement are exclusive of sales, use, VAT, customs duties, excise, and any other applicable transaction taxes, which the Customer will pay (excluding taxes based upon the net income of ThrivePOP).  ThrivePOP shall have the right to increase Fees by 150% related to Services if such is requested by the client after hours or over federal holidays, provided, however, that ThrivePOP shall not be obligated to provide Services on such dates.  If payment in full is not received within 10 days following the invoice date, interest shall begin to accrue and be payable at the lesser of the maximum rate permitted under applicable law or at the rate of three percent (3.0%) per month from the date due until paid in full. Furthermore, in addition to the accrual of interest, if payment in full is not received within ten days following the date of the invoice, Customer will be deemed to be in default and breach of the Agreement, and ThrivePOP, at its election, may either suspend all Services and/or suspend all work on any Products without penalty of any kind, or terminate this Agreement as a result of such default. Customer shall pay to ThrivePOP all expenses, including actual attorney fees, incurred by ThrivePOP or its representatives in enforcing its rights under this Agreement.  Customer’s obligation to pay undisputed amounts due for Services and Products and ThrivePOP’s right to all such amounts are absolute and unconditional.  Customer is not entitled to set off of such amounts.  All Fees will be detailed in an Order.  Unless otherwise stated in a Statement of Work, Customer agrees to pay or reimburse ThrivePOP for all actual, necessary, and reasonable expenses incurred by ThrivePOP in the performance of such Statement of Work, which is capable of verification by a receipt.  ThrivePOP will submit invoices to Customer for such fees and expenses either upon completion of the Services, or at stated intervals, in accordance with the applicable Statement of Work.  Customer shall be solely responsible for payment of any third-party fees or charges incurred unless specifically stated otherwise in the Order. 

2. CREDIT CARD PROCESSING SURCHARGE.  In the event Customer makes any payment of Fees or any other charges due under this Agreement by credit card, ThrivePOP shall charge Customer, and Customer shall pay, an additional credit card processing surcharge in the amount of three (3.5%) of the payment amount (but in no event shall such surcharge exceed the average effective rate of charges, fees, and cost of incurred by ThrivePOP for accepting and processing the credit card).  Invoices received by Customer from ThrivePOP shall include a notice of such credit card surcharge.

   Additional Fees.  Services or Products not specifically included in the Statement of Work may be added at an additional cost as agreed to by ThrivePOP.  In the event ThrivePOP is engaged by Customer to develop a website or otherwise provide Services or Products in connection with Customer’s website, Customer shall be responsible for additional fees and charges if the following minimum requirements are not in place: (a) Website CMS and back end must be on the latest version; (b) Customer’s web hosting provider must be available and provisioned for the latest versions of PHP, MySQL, Apache; (c) must include a Control Panel and PhpMyAdmin; and (d) Customer must timely make all updates to software and its systems as required or recommended by such provider. Furthermore, if the Customer requests more than three (3) design changes, ThrivePOP may charge additional fees for such changes and additional resulting time and labor based on its then current hourly and project rates.  For the foregoing sentence, “design changes” shall include a brand new home page, brand new logo, and anything where ThrivePOP would need to start over. Anything over budgeted monthly hours is subject to up to $150/hour for overages. All agreements will be charged a one time setup fee of $2500 due the first month.
   
   
3. Term; Termination.  The Agreement shall remain in effect during the applicable term(s) of the Order, which except as otherwise set forth within such Order, shall each be one (1) year and shall automatically renew for successive one (1) year periods unless either party elects not to renew by giving the other party written notice of non-renewal/modifications no less than 90 days before the expiration of the then-current term (together with renewals, the “Term”) unless earlier terminated in accordance with the terms in the Agreement.    ThrivePOP may terminate this Agreement, an Order, and/or any of the applicable Services upon written notice to Customer if a deemed or actual default by Customer under the Agreement occurs or if Customer materially breaches any term or provision of the Agreement, or otherwise upon 90 days written notice with or without cause.  Either party may terminate the Agreement if the other party has any proceedings instituted by or against it seeking relief, reorganization, or arrangement under any laws relating to insolvency, or any assignment for the benefit of creditors, or the appointment of a receiver, liquidator or trustee of any of its property or assets, or the liquidation, dissolution or winding up of its business.  The Order shall terminate upon the termination of this Agreement, but the termination of any Order shall not itself terminate this Agreement.  Except as otherwise specifically provided in this paragraph, the Customer shall have no right to terminate any Order, Statement of Work, or the Agreement before the expiration of the stated Term, subject to automatic extensions as provided herein.  All obligations with respect to any money that was accrued and owing prior to the effective date of any termination under this Agreement shall survive termination.  Upon any termination of the right to use a Product, Customer will immediately uninstall (if the Product is software) and cease to use the terminated Product and, upon ThrivePOP’s written request, immediately return such Product to ThrivePOP, together with all related documentation, and copies thereof.  Upon written request of ThrivePOP, Customer will promptly certify in writing to ThrivePOP that all copies of the Product have been returned and that any copies not returned have been destroyed. Cancellation must be received a full 30 days prior to the next invoice date for the 90 day cancellation to be applied. 
   1. If an Order for Services or Products is terminated at the end of the Term or by ThrivePOP without cause or as a result of a breach or default by the Customer, the Customer will promptly pay ThrivePOP for Services rendered and work performed to date, and expenses incurred through the termination date.  If an Order of any kind is terminated by ThrivePOP with cause or as a result of a breach or default by Customer or by Customer in violation of the Agreement, Customer will promptly pay ThrivePOP for Services rendered, expenses incurred through the termination date, and for the Fees to which ThrivePOP would have been entitled through the end of the then-current Term if the Agreement had not otherwise been terminated.  Paragraphs 4, 8-13, 18, and 23 shall expressly survive any termination of this Agreement and shall continue in full force and effect.
   2. REQUESTS FOR CHANGE IN SERVICES/DELIVERABLES.  Customer may request a change to or reduction in the scope of Products, Services, and/or Deliverables, but must be notified 30 day prior to the next invoice date, otherwise, the change will be in effect on the following invoice date and provided or performed by ThrivePOP pursuant to an applicable Order and Statement of Work or a change to other terms of the Agreement (any such requested change or reduction to terms, Products, Services, and/or Deliverables referred to herein generally as a “Change”), which ThrivePOP will be under no obligation to accept and which ThrivePOP may accept or reject in its sole discretion.  If ThrivePOP elects to accept the Change, such Change shall only be effective upon satisfaction of both of the following: (i) Customer’s payment to ThrivePOP of a Change fee in the amount of $999.00; and (ii) ThrivePOP’s written confirmation and acceptance of such requested Change, together with a statement regarding any corresponding change in Fees, delivered to Customer.
4. Ownership; Retention of Rights.  Except as provided below as it relates to websites, Customer will own all Deliverables delivered or provided by ThrivePOP and related content only following payment in full to ThrivePOP of all Fees, amounts, and other charges owed to ThrivePOP by Customer.  Until such time as the Customer has fully satisfied its payment obligations to ThrivePOP, all such Deliverables will remain owned by and the property of ThrivePOP.  In the event ThrivePOP is engaged by Customer to develop a website, Customer will own the website and related content only following payment in full to ThrivePOP of all Fees, amounts, and other charges owed to ThrivePOP by Customer; provided, however, that ThrivePOP shall at all times maintain ownership of the underlying code and programming for the website, and may use such code and programming for other clients and projects without royalty or fee or other payment of any kind to Customer.
5. Obligations of Customer; Right to Close Projects/Suspend Work.  
   1. Upon completion of any Deliverables, ThrivePOP will endeavor to provide to Customer for Customer’s review and approval before finalization and delivery to Customer.  If Customer does not timely respond to ThrivePOP’s request for review and approval of such Deliverables, ThrivePOP shall be entitled to deem such failure to respond as approval of such Deliverables by Customer and to deliver such Deliverables to Customer.
   2. Customer agrees to provide all information requested by ThrivePOP and to respond to all requests and inquiries of ThrivePOP in a timely manner.  Any time frames or deadlines for the performance of any Services or delivery of any Products stated in any Order, Statement of Work, or otherwise communicated to Customer by ThrivePOP are fully contingent upon Customer providing information to ThrivePOP in a timely manner and responses to all requests and inquiries of ThrivePOP in a timely manner.
   3. In the event Customer fails to provide all information requested by ThrivePOP or to respond to a request or inquiry from ThrivePOP in a timely fashion within the time period provided or requested by ThrivePOP, unless such delay is the sole and direct result of ThrivePOP’s failure to perform, ThrivePOP shall be permitted, at its election, to treat such failure by Customer as a default and breach of this Agreement and pursue all rights and remedies available, or to “close” the project and suspend all Services and/or work on any Products without terminating the Agreement by delivering written notice of such suspension to Customer.  Such election to “close” a project and suspend Services and/or work on Products shall not be a waiver of any of ThrivePOP’s other rights or remedies available under the Agreement, including, without limitation, its right to terminate, or at law or in equity in the event of a default or breach by Customer, and at any time ThrivePOP can elect to terminate the Order and the Agreement, nor shall it excuse or otherwise waive Customer’s obligations to pay all Fees, amounts, and other charges due to ThrivePPOP under the Agreement.
   4. If ThrivePOP has exercised its right to “close” a project and suspend Services and work on any Products and Customer, prior to any termination of the Order and the Agreement, subsequently requests that ThrivePOP re-open such project and resume Services and/or work on any Products, ThrivePOP may elect to do so and may, at its sole election, charge a “Restart Fee” in the amount of $250 as a condition to ThrivePOP resuming Services and/or work on any Products.  Such Restart Fee shall be in addition to any Fees or other charges owed and shall immediately be due and payable by Customer upon ThrivePOP resuming Services and/or work on any Products.
6. Promotion by ThrivePOP. Customer hereby grants ThrivePOP the right and license to use Customer’s name, trademark, service mark, and logo in its marketing materials, social media, and other oral, written, or electronic promotions of ThrivePOP, which shall include naming Customer as a Customer of ThrivePOP and a brief scope of services provided. Furthermore, ThrivePOP may refer to Customer as a customer of ThrivePOP, both internally and in externally published media. 
7. Nonsolicitation.  During the Term of the Agreement, and for a period of twenty-four (24) months thereafter, Customer will not solicit for employment or contract services any employees or contractors of ThrivePOP.   If Customer violates the terms of this clause, Customer shall pay to ThrivePOP, as liquidated damages, and not as a penalty, the sum of 25% of the amount paid to the employee or contractor annually by ThrivePOP, which is the parties’ reasonable estimate of fair compensation for the foreseeable losses that might result from the default.  This shall not be the sole remedy and ThrivePOP shall have the right to seek other remedies as may appropriate for the breach.
8. Representations.  EXCEPT AS SPECIFICALLY PROVIDED IN THIS AGREEMENT, ALL PRODUCTS, SERVICES, AND DELIVERABLES ARE PROVIDED TO CUSTOMER “AS IS.”  THRIVEPOP AND ITS AFFILIATES AND THEIR SUPPLIERS EXPRESSLY DISCLAIM ANY AND ALL WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, AND DISCLAIM ALL RESPONSIBILITY FOR ANY LOSS OR CLAIM OF ANY KIND RELATING IN ANY WAY TO THE USE OF THE PRODUCTS, SERVICES, OR DELIVERABLES AND ANY CONTENT CONTAINED THEREIN, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. FURTHERMORE, THRIVEPOP EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY RELATING IN ANY WAY TO SERVICES OR DELIVERABLES PROVIDED BY OR AT THE DIRECTION OF THRIVEPOP, INCLUDING, WITHOUT LIMITATION, ANY REPRESENTATIONS OR WARRANTIES THAT ANY PRODUCTS, SERVICES, OR DELIVERABLES WILL CREATE, GENERATE, OR RESULT IN ANY ADDITIONAL PROFITS, REVENUE, LEADS, SALES, EXPOSURE, BRAND RECOGNITION, OR THE LIKE.  THRIVEPOP SHALL HAVE NO RESPONSIBILITY TO CUSTOMER IF THE PRODUCTS, SERVICES, OR DELIVERABLES DO NOT LEAD TO CUSTOMER’S DESIRED RESULT(S).
9. Compliance with Laws.  CUSTOMER REPRESENTS AND WARRANTS THAT CUSTOMER’S USE OF ANY PRODUCTS OR DELIVERABLES PROVIDED BY THRIVEPOP WILL COMPLY AT ALL TIMES WITH ALL APPLICABLE LAWS, RULES, REGULATIONS, AND ORDERS.  CUSTOMER SHALL INDEMNIFY, HOLD HARMLESS AND, AT CUSTOMER’S EXPENSE, DEFEND THRIVEPOP AND ITS AFFILIATES AND THEIR SUPPLIERS AGAINST ANY AND ALL LOSSES, CLAIMS, DEMANDS OR EXPENSES (INCLUDING REASONABLE ATTORNEY FEES) ARISING OUT OF OR IN ANY WAY RELATED TO THE USE OF THE PRODUCTS, DELIVERABLES, OR ANY CONTENT CONTAINED THEREIN.
10. Limitation of Liability.  IN NO EVENT SHALL THRIVEPOP, ITS AFFILIATES OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, MEMBERS, MANAGERS, AGENTS, OR REPRESENTATIVES (“THRIVEPOP AGENTS”) HAVE ANY RESPONSIBILITY OR LIABILITY, CONTINGENT OR OTHERWISE, FOR ANY INJURY OR DAMAGES AND/OR BE LIABLE TO CUSTOMER, ANY USER, OR ANY OTHER PERSON FOR ANY LOST PROFITS, LOSSES, SPECIAL, INDIRECT, INCIDENTAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR LOSS OF GOODWILL IN ANY WAY RELATING TO THE USE OF THE PRODUCTS, SERVICES, OR DELIVERABLES PROVIDED BY THRIVEPOP OR THRIVEPOP AGENTS, OR THE PERFORMANCE OR NON-PERFORMANCE OF ANY OBLIGATIONS UNDER THIS AGREEMENT, INCLUDING THE FAILURE OF ESSENTIAL PURPOSE, EVEN IF  CUSTOMER, USER, OR OTHER PERSON HAS BEEN NOTIFIED OF THE POSSIBILITY OR LIKELIHOOD OF SUCH DAMAGES OCCURRING.  IF THE FOREGOING LIMITATIONS ARE HELD TO BE UNENFORCEABLE IN ANY WAY, THE LIABILITY OF THRIVEPOP OR THRIVEPOP AGENTS FOR DAMAGES UNDER THIS AGREEMENT TO CUSTOMER, ANY USER, OR ANY OTHER PERSON SHALL IN ANY EVENT NOT EXCEED THE AMOUNT OF THE FEES FOR THE APPLICABLE PRODUCT, SERVICES, OR OTHER DELIVERABLES PAID BY CUSTOMER FOR THE THREE (3) MONTH PERIOD IMMEDIATELY PRECEDING THE OCCURRENCE OF THE ALLEGED INJURY OR DAMAGE.  IN NO EVENT MAY CUSTOMER OR ANY AFFILIATE BRING ANY CLAIM OR CAUSE OF ACTION AGAINST THRIVEPOP OR THRIVEPOP AGENTS MORE THAN ONE (1) YEAR AFTER SUCH CLAIM OR CAUSE OF ACTION ARISES.

IN NO EVENT SHALL THRIVEPOP OR ANY THRIVEPOP AGENTS HAVE ANY LIABILITY FOR ANY WEBSITE CONTENT, PRODUCTS, E-MAIL, OR OTHER DATA OR INFORMATION OF ANY KIND TRANSFERRED ELECTRONICALLY OVER THE INTERNET, OR DATA TRANSFERRED VIA A MOBILE DEVICE, OR FOR ANY LOSS, DAMAGE, THEFT, CORRUPTION, OR UNAUTHORIZED DISCLOSURE OF ANY DATA, MATERIAL, INFORMATION (CONFIDENTIAL, PROPRIETARY, OR OTHERWISE), TRADE SECRETS, OR OTHER PROPERTY OR DATA OF ANY KIND OF CUSTOMER OR ANY OF ITS EMPLOYEES, OWNERS, CUSTOMERS, CONTRACTORS, OR AGENTS TO THE EXTENT CAUSED BY A THIRD PARTY OR BY ANY BREACH OF SECURITY, HACK, THEFT, UNPERMITTED DOWNLOAD, STEALING, OR OTHER SIMILAR ACT OR OCCURRENCE, WHETHER CRIMINAL, NEGLIGENT, OR OTHERWISE.

1. Mutual Indemnity.  Each party will indemnify, defend and hold harmless the other party from all claims, liabilities, or expenses for physical damage to real property or tangible personal property and bodily injury, including death, to the extent caused by the gross negligence or willful misconduct of the indemnifying party’s employees or contractors arising out of the Agreement and while at the Customer’s premises.  The foregoing indemnities are contingent upon the party seeking indemnity giving prompt written notice to the indemnifying party of any claim, demand or action, and cooperating with the indemnifying party in the defense or settlement of any such claim, demand or action
2. Limitations of Services.  Customer acknowledges and understands that there are certain limitations to the Services, Products, and other Deliverables to be provided by ThrivePOP.  ThrivePOP will endeavor to use its best efforts to provide the Services, Products, and other Deliverables in line with the Order and Statement of Work but may not always be able to find a solution to Customer’s request.  Customer acknowledges and agrees that (i) requests for Services, Products, and/or other Deliverables designed to increase business potential, revenue, or profit may not always result in or achieve the results desired by or acceptable to Customer; (ii) Services provided by ThrivePOP or provided by a third party with whom ThrivePOP connects Customer may be interrupted or terminated due to powers outside of ThrivePOP’s or the third-party contractor’s control; (iii) software provided to Customer, whether provided by ThrivePOP or a third-party contractor, may rely on the underlying software developer’s product, and any problem or defect with the use of such software is not ThrivePOP’s liability or responsibility; (iv) hardware provided to Customer, whether provided by ThrivePOP or a third-party contractor, may rely on the underlying hardware developer’s product, and any problem or defect with the use of such hardware is not ThrivePOP’s liability or responsibility; (v) Services, Products, and other Deliverables provided by ThrivePOP will often rely on the functionality, efficiency, and performance of underlying or associated software, hardware, systems, or processes provided by and/or controlled by a third party other than ThrivePOP, such software, hardware, systems, or processes may require maintenance, repair or updates from time to time, and ThrivePOP shall not be liable or responsible for any disturbances, disruptions, stoppages, interruptions, or other nonperformance resulting from any failure of such software, hardware, systems, or processes, including, without limitation, resulting from Customer’s failure to update and/or maintain such software, hardware, systems, or processes; and (vi) any problems arising from staffing Services where such staff acts outside of its ordinary course of business is not ThrivePOP’s liability.
3. Third-Party Engagement.  ThrivePOP expressly reserves the right to hire, engage, contract with, or otherwise delegate its obligations, duties, and responsibilities under the Agreement to any third parties to provide any of the Services, Products, or Deliverables described in the Statement of Work or Order(s), with such right including the right to assign any or all of the obligations of ThrivePOP under the Agreement to a third party or parties at its discretion.  In such case, unless Customer and such Third Party do not enter into a separate agreement for such obligations, duties, and responsibilities, ThrivePOP shall have no responsibility or liability for the work or performance of such third party, and such third party will be solely liable and responsible for the obligations, duties, and responsibilities delegated or assigned to such third party.  Customer expressly consents to ThrivePOP contacting any third-party support providers on behalf of Customer in connection with the performance of Services by ThrivePOP or preparation or delivery of Products by ThrivePOP or any third-party contractors.  All beneficial rights (other than the right to collect fees) granted to or reserved in this Agreement by ThrivePOP, including limited warranty, limitation of liability, remedies, indemnification, confidentiality, and ownership, shall accrue to and are for the benefit of licensors and suppliers to the same extent as ThrivePOP.  Except as expressly stated herein, nothing contained in this Agreement is intended to create third-party beneficiaries thereof.
4. Force Majeure.  ThrivePOP shall not be liable for failure to perform any part of the Agreement where such failure is due to fire, flood, power outages, strikes, war (declared or undeclared), global pandemics, acts of terror, embargoes, blockages, legal restrictions, governmental regulations or orders or directives, riots, insurrections, Act of God, or any other cause beyond the control of ThrivePOP.  In such event, ThrivePOP shall use reasonable efforts to resume performance.  The Agreement shall not be regarded as terminated or frustrated as a result of such failure of performance not exceeding one (1) month and the parties shall proceed under the Agreement when the causes of such non-performance have ceased or have been eliminated.
5. Pre-Existing License Agreements.  Any software product provided to Customer by ThrivePOP as a reseller for a third party, which is licensed to Customer under a separate software license agreement with such third party (such agreement, an “SLA”), will continue to be governed by the SLA.  The fulfillment of the Services will not relieve or alter the obligations or responsibilities of either party or of any third party in regards to the software product licensed under the SLA.
6. No Waiver.  Failure of a party to require performance by the other party under the Agreement will not affect the right of such party to require performance in the future.  A waiver by a party of any breach will not be construed as a waiver of any continuing or succeeding breach.
7. Choice of Law.  The Agreement shall for all purposes be governed and construed in accordance with the law of the State of Michigan without regard to its choice-of-law rules.  The parties, and their successors and assigns, agree to submit to the jurisdiction of each of the state courts located in Muskegon County, Michigan and each of the federal courts located in Kent County, Michigan, in connection with any matters arising out of or relating to the Agreement, and waive any objection to such venue, including forum non conveniens, sovereign immunity, or analogous doctrines.
8. Entire Agreement; Assignment. These Terms and Conditions, together with each Statement of Work and Order (collectively, the “Agreement”), constitute the entire agreement between Customer and ThrivePOP, and supersedes any prior or contemporaneous negotiations or agreements, whether oral or written, concerning this subject matter.  A Statement of Work and/or Order may be modified only in a mutually signed writing between Customer and ThrivePOP.  These Terms and Conditions may be amended or updated from time to time by ThrivePOP in its discretion, provided Customer is given notice of such amendment or update prior to such amended or updated provisions or terms becoming effective against Customer.  In the event of a conflict between these Terms and Conditions, any Statement of Work or an Order, the terms of the Order will control, followed by the terms of the applicable Statement of Work, and then these Terms and Conditions.  Customer may not assign the Agreement or any rights granted in the Agreement to any third party, except with the prior written consent of ThrivePOP, which may be withheld by ThrivePOP in its sole discretion.
9. Severability.  If any provision of the Agreement is held to be unenforceable, the parties shall re-negotiate those provisions in good faith to be valid, enforceable substitute provisions, which provisions shall reflect as closely as possible the intent of the original provisions of the Agreement.  Should any provision of this Agreement be invalid or unenforceable and the parties cannot agree on a revised provision, the provision shall be deemed removed and the remainder of the provisions will remain in full force and effect.
10. No Joint Venture.  ThrivePOP and Customer agree that ThrivePOP and Customer are not joint venturers, that each is acting independently of the other, and that neither is an agent, partner, or joint venturer of the other.
11. Headings and Cross-References.  The headings in these terms and conditions are for convenience of reference only and shall not limit or otherwise affect the scope, meaning or intent of these terms and conditions.
12. Enforcement.  Customer agrees that ThrivePOP and its Affiliates may enforce any breach of the Agreement by Customer by means of equitable relief (including, but not limited to, injunctive relief) in addition to any other available rights and remedies.  Customer shall pay to ThrivePOP all expenses, including actual attorney fees and court costs, incurred by ThrivePOP or its representatives in enforcing its rights and remedies under the Agreement.
    
    
13. Request For Change in Services/Deliverables.  Customer may request a change to or reduction in the scope of Products, Services, and/or Deliverables to be provided or performed by ThrivePOP pursuant to an applicable Order and Statement of Work or a change to other terms of the Agreement (any such requested change or reduction to terms, Products, Services, and/or Deliverables referred to herein generally as a “Change”), which ThrivePOP will be under no obligation to accept and which ThrivePOP may accept or reject in its sole discretion.  If ThrivePOP elects to accept the Change, such Change shall only be effective upon satisfaction of both of the following: (i) Customer’s payment to ThrivePOP of a Change fee in the amount of $999.00; and (ii) ThrivePOP’s written confirmation and acceptance of such requested Change, together with a statement regarding any corresponding change in Fees, delivered to Customer.