iKnowAWebGuy.com Legal Agreement and disclaimer

Basic Terms and Conditions

DEFINITIONS:

1.1 Agreement means the entire content of this Basic Terms and Conditions document, the Proposal document(s), Schedule A, together with any other Supplements designated below, together with any exhibits, schedules or attachments hereto.

1.2 Client Content means all materials, information, factual, promotional, or other advertising claims, photography, writings and other creative content provided by Client for use in the preparation of and/or incorporation in the Deliverables.

1.3 Copyrights means the property rights in original works of authorship, expressed in a tangible medium of expression, as defined and enforceable under U.S. Copyright Law.

1.4 Deliverables means the services and work product specified in the Proposal to be delivered by iKnowAWebGuy.com to Client, in the form and media specified in the Proposal.

1.5 iKnowAWebGuy.com Tools means all design tools developed and/or utilized by iKnowAWebGuy.com in performing the Services, including without limitation pre-existing and newly developed software including source code, web authoring tools, type fonts, and application tools, together with any other software, or other inventions whether or not patentable, and general non-copyrightable concepts such as website design, architecture, layout, navigational and functional elements.

1.6 Final Works means all creative content developed by iKnowAWebGuy.com, or commissioned by iKnowAWebGuy.com, exclusively for the Project and incorporated in the Final Deliverables, including, but not limited to, any and all visual elements, graphic design, illustration, photography, animation, motion design, audio-visual works, sounds, typographic treatments and text, modifications to Client Content, and iKnowAWebGuy.com’s selection, arrangement and coordination of such elements together with Client Content and/or Third Party Materials.

1.7 Final Deliverables means the final versions of Deliverables provided by iKnowAWebGuy.com and accepted by Client.

1.8 Preliminary Works means all creative content including, but not limited to, concepts, sketches, visual presentations, or other alternate or preliminary designs and documents developed by iKnowAWebGuy.com and which may or may not be shown and or delivered to Client for consideration but do not form part of the Final Works.

1.9 Project means the scope and purpose of the Client’s identified usage of the work product as described in the Proposal.

1.10 Services means all services and the work product to be provided to Client by iKnowAWebGuy.com as described and otherwise further defined in the Proposal.

1.11 Third Party Materials means proprietary third party materials which are incorporated into the Final Deliverables, including without limitation stock photography or illustration.

1.12 Trademarks means trade names, words, symbols, designs, logos or other devices or designs used in the Final Deliverables to designate the origin or source of the goods or services of Client.

1.13 Working Files means all underlying work product and digital files utilized by iKnowAWebGuy.com to create the Preliminary Works and Final Works other than the format comprising the Final Deliverables.

1. PROPOSAL

The terms of the Proposal shall be effective for a minimum of 12 months and as long as client has a website hosted with iKnowAWebGuy.com's hosting services.

2. FEES AND CHARGES:

2.1 Fees. In consideration of the Services to be performed by iKnowAWebGuy.com, Client shall pay to iKnowAWebGuy.com fees in the amounts and according to the payment schedule set forth in the Proposal, and all applicable sales, use
or value added taxes, even if calculated or assessed subsequent to the payment schedule.

2.2 Additional Costs. The Project pricing includes iKnowAWebGuy.com’s fee only.
Any and all outside costs including, but not limited to, photography and/or artwork licenses, music licenses and online access or hosting fees, will be billed to Client unless specifically otherwise provided for in the Proposal.

3. CHANGES:

3.1 General Changes. Unless otherwise provided in the Proposal, and except as otherwise provided for herein, Client shall pay additional charges for changes requested by Client which are outside the scope of the Services on a time and materials basis, at iKnowAWebGuy.com’s standard hourly rate of $95 per hour. Such charges shall be in addition to all other amounts payable under the Proposal, despite any maximum budget, contract price or final price identified therein. iKnowAWebGuy.com may extend or modify any delivery schedule or deadlines in the Proposal and Deliverables as may be required by such Changes.

3.2 Timing. iKnowAWebGuy.com will prioritize performance of the Services as may be necessary or as identified in the Proposal, and will undertake commercially reasonable efforts to perform the Services within the time(s) identified in the Proposal. Client agrees to review Deliverables within the time identified for such reviews and to promptly either, (i) approve the Deliverables in writing or (ii) provide written comments and/or corrections sufficient to identify the Client’s concerns, objections or corrections to iKnowAWebGuy.com. The iKnowAWebGuy.com shall be entitled to request written clarification of any concern, objection or correction. Client acknowledges and agrees that iKnowAWebGuy.com’s ability to meet any and all schedules is entirely dependent upon Client’s prompt performance of its obligations to provide materials and written approvals and/or instructions pursuant to the Proposal and that any delays in Client’s performance or Changes in the Services or Deliverables requested by Client may delay delivery of the Deliverables. Any such delay caused by Client shall not constitute a breach of any term, condition or iKnowAWebGuy.com’s obligations under this Agreement.

3.3 Testing and Acceptance. iKnowAWebGuy.com will exercise commercially reasonable efforts to test Deliverables requiring testing and to make all necessary corrections prior to providing Deliverables to Client. Client, within five (5) business days of receipt of each Deliverable, shall notify iKnowAWebGuy.com, in writing, of any failure of such Deliverable to comply with the specifications set forth in the Proposal, or of any other objections, corrections, changes or amendments Client wishes made to such Deliverable. Any such written notice shall be sufficient to identify with clarity any objection, correction or change or amendment, and iKnowAWebGuy.com will undertake to make the same in a commercially timely manner. Any and all objections, corrections, changes or amendments shall be subject to the terms and conditions of this Agreement. In the absence of such notice from Client, the Deliverable shall be deemed accepted.

4. CLIENT RESPONSIBILITIES:

Client acknowledges that they shall be responsible for performing the following in a reasonable and timely manner:

(a) coordination of any decision-making with parties other than the iKnowAWebGuy.com;

(b) provision of Client Content in a form suitable for reproduction or incorporation into the Deliverables without further preparation,

(c) final proofreading and in the event that Client has approved Deliverables but errors, such as, by way of example, not limitation, typographic errors or misspellings, remain in the finished product, and

(d) ensuring that all information and claims comprising Client Content are accurate, legal and conform to applicable standards in Client’s industry.

5. ACCREDITATION/PROMOTIONS:

All displays or publications of the Deliverables shall bear accreditation and/or copyright notice in iKnowAWebGuy.com’s name in the form, size and location as incorporated by iKnowAWebGuy.com in the Deliverables, or as otherwise directed by iKnowAWebGuy.com. iKnowAWebGuy.com retains the right to reproduce, publish and display the Deliverables in iKnowAWebGuy.com’s portfolios and websites, and in galleries, design periodicals and other media or exhibits for the purposes of recognition of creative excellence or professional advancement, and to be credited with authorship of the Deliverables in connection with such uses. Either party, subject to the other’s reasonable approval, may describe its role in relation to the Project and, if applicable, the services provided to the other party on its website and in other promotional materials, and, if not expressly objected to, include a link to the other party’s website.

6. CONFIDENTIAL INFORMATION:

Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including without limitation Preliminary Works (“Confidential Information”). Each party, its agents and employees shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under the Proposal except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality.

7. RELATIONSHIP OF THE PARTIES:

7.1 Independent Contractor. iKnowAWebGuy.com is an independent contractor, not an employee of Client or any company affiliated with Client. iKnowAWebGuy.com shall provide the Services under the general direction of Client, but iKnowAWebGuy.com shall determine, in iKnowAWebGuy.com’s sole discretion, the manner and means by which the Services are accomplished. This Agreement does not create a partnership or joint venture and neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. All rights, if any, granted to Client are contractual in nature and are wholly defined by the express agreement of the parties

7.2 iKnowAWebGuy.com Agents. iKnowAWebGuy.com shall be permitted to engage and/or use third party iKnowAWebGuy.com's or other service providers as independent contractors in connection with the Services (“Design Agents”). Notwithstanding, iKnowAWebGuy.com shall remain fully responsible for such Design Agents’ compliance with the various terms and conditions of this Agreement.

7.3 No Exclusivity. The parties expressly acknowledge that this Agreement does not create an exclusive relationship between the parties. Client is free to engage others to perform services of the same or similar nature to those provided by iKnowAWebGuy.com, and iKnowAWebGuy.com shall be entitled to offer and provide design services to others, solicit other clients and otherwise advertise the services offered by iKnowAWebGuy.com.

8. WARRANTIES AND REPRESENTATIONS:

8.1 By Client. Client represents, warrants and covenants to iKnowAWebGuy.com that (a) Client owns all right, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (b) to the best of Client’s knowledge, the Client Content is accurate, legal, conforms to ethical standards of the Client’s industry, does not infringe the rights of any third party, and use of the Client Content as well as any Trademarks in connection with the Project does not and will not violate the rights of any third parties, (c) Client shall comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials, and (d) Client shall comply with all laws and regulations as they relate to the Services and Deliverables.

8.2 By iKnowAWebGuy.com (a) iKnowAWebGuy.com hereby represents, warrants and covenants to Client that iKnowAWebGuy.com will provide the Services identified in the Agreement in a professional and workmanlike manner and in accordance with all
reasonable professional standards for such services. (b) iKnowAWebGuy.com further represents, warrants and covenants to Client that (i) except for Third Party Materials and Client Content, the Final Deliverables shall be the original work of iKnowAWebGuy.com and/or its independent contractors, (ii) in the event that the Final Deliverables include the work of independent contractors commissioned for the Project by iKnowAWebGuy.com, iKnowAWebGuy.com shall have secure agreements from such contractors granting all necessary rights, title, and interest in and to the Final Deliverables sufficient for iKnowAWebGuy.com to grant the intellectual property rights provided in this Agreement, and (iii) to the best of iKnowAWebGuy.com’s knowledge, the Final Works provided by iKnowAWebGuy.com and iKnowAWebGuy.com’s subcontractors does not infringe the rights of any party, and use of same in connection with the Project will not violate the rights of any third parties. In the event Client or third parties modify or otherwise use the Deliverables outside of the scope or for any purpose not identified in the Proposal or this Agreement or contrary to the terms and conditions noted herein, all representations and warranties of iKnowAWebGuy.com shall be void. (c) Except for the express representations and warranties stated in this Agreement, iKnowAWebGuy.com makes no warranties whatsoever. iKnowAWebGuy.com explicitly disclaims any other warranties of any kind, either express or implied, including but not limited to warranties of merchantability or fitness for a particular purpose or compliance with laws or government rules or regulations applicable to the Project.

9. INDEMNIFICATION/LIABILITY:

9.1 By Client. Client agrees to indemnify, save and hold harmless iKnowAWebGuy.com from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances iKnowAWebGuy.com shall promptly notify Client in writing of any claim or suit; (a) Client has sole control of the defense and all related settlement negotiations; and (b) iKnowAWebGuy.com provides Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section. Client will reimburse the reasonable out-of-pocket expenses incurred by iKnowAWebGuy.com in providing such assistance.

9.2 By iKnowAWebGuy.com. Subject to the terms, conditions, express representations and warranties provided in this Agreement, iKnowAWebGuy.com agrees to indemnify, save and hold harmless Client from any and all damages, liabilities, costs, losses or expenses arising out of any finding of fact which is inconsistent with iKnowAWebGuy.com’s representations and warranties made herein, except in the event any such claims, damages, liabilities, costs, losses or expenses arise directly as a result of gross negligence or misconduct of Client provided that (a) Client promptly notifies iKnowAWebGuy.com in writing of the claim; (b) iKnowAWebGuy.com shall have sole control of the defense and all related settlement negotiations; and (c) Client shall provide iKnowAWebGuy.com with the assistance, information and authority necessary to perform iKnowAWebGuy.com’s obligations under this section. Notwithstanding the foregoing, iKnowAWebGuy.com shall have no obligation to defend or otherwise indemnify Client for any claim or adverse finding of fact arising out of or due to Client Content, any unauthorized content, improper or illegal use, or the failure to update or maintain any Deliverables provided by iKnowAWebGuy.com.

9.3 Settlement Approval. The indemnifying party may not enter into any settlement agreement without the indemnified party’s written consent.

9.4 Limitation of Liability. The services and the work product of iKnowAWebGuy.com are sold “as is.” In all circumstances, the maximum liability of iKnowAWebGuy.com, its directors, officers, employees, design agents and affiliates (“iKnowAWebGuy.com parties”), to Client for damages for any and all causes whatsoever, and Client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit from the Client project to iKnowAWebGuy.com. In no event shall iKnowAWebGuy.com be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by iKnowAWebGuy.com, even if iKnowAWebGuy.com has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.

10. TERM AND TERMINATION:

10.1 Term. This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.

10.2 Termination. This Agreement may be terminated for convenience at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or for cause if any party: (a) becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors; or (b) breaches any of its material responsibilities or obligations under this Agreement, which breach is not remedied within ten (10) days from receipt of written notice of such breach.

10.3 In the event of termination, iKnowAWebGuy.com shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by iKnowAWebGuy.com or iKnowAWebGuy.com’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation. In the event of termination for convenience by Client, Client shall pay in addition to the above an early termination fee equal to 25% of the total project fee, Schedule A shall not be effective, and Client shall not have rights to use Deliverables except upon written consent from iKnowAWebGuy.com provided after such termination.

10.4 In the event of termination for convenience by iKnowAWebGuy.com or for cause by Client, and upon full payment of compensation as provided herein, iKnowAWebGuy.com grants to Client such right and title as provided for in Schedule A of this Agreement with respect to those Deliverables provided to, and accepted by Client as of the date of termination.

10.5 Upon expiration or termination of this Agreement: (a) each party shall return or, at the disclosing party’s request, destroy the Confidential Information of the other party, and (b) other than as provided herein, all rights and obligations of each party under this Agreement, exclusive of the Services, shall survive.

11. GENERAL:

11.1 Modification/Waiver. This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that iKnowAWebGuy.com’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.

11.2 Notices. All notices to be given hereunder shall be transmitted in writing either by electronic mail with return confirmation of receipt or by certified or registered mail, return receipt requested. Notice shall be effective upon receipt or in the case of email, upon confirmation of receipt (by automated confirmation or substantive reply by the recipient).

11.3 No Assignment. Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other partyexcept that this Agreement may be transferred or sold as part of a transfer or sale of the assigning party’s entire business or portion thereof relating to the Project.

11.4 Force Majeure. iKnowAWebGuy.com shall not be deemed in breach of this Agreement if iKnowAWebGuy.com is unable to complete the Services or any portion thereof by reason of fire, earthquake, flood, hurricane or other severe weather, labor dispute, act of war, terrorism, riot or other severe civil disturbance, death, illness or incapacity of iKnowAWebGuy.com or any local, state, federal, national or international law, governmental order or regulation or any other event beyond iKnowAWebGuy.com’s control (collectively, “Force Majeure Event”). Upon occurrence of any Force Majeure Event, iKnowAWebGuy.com shall give notice to Client of its inability to perform or of delay in completing the Services and shall propose revisions to the schedule for completion of the Services.

11.5 Governing Law and Dispute Resolution. The formation, construction, performance and enforcement of this Agreement shall be in accordance with the laws of the United States and the state of Delaware without regard to its conflict of law provisions or the conflict of law provisions of any other jurisdiction. In the event of a dispute arising out of this Agreement, the parties agree to attempt to resolve any dispute by negotiation between the parties. If they are unable to resolve the dispute, either party may commence mediation and/or binding arbitration through the American Arbitration Association, or other forum mutually agreed to by the parties. The prevailing party in any dispute resolved by binding arbitration or litigation shall be entitled to recover its attorneys’ fees and costs. In all other circumstances, the parties specifically consent to the local, state and federal courts located in the state of Delaware. The parties hereby waive any jurisdictional or venue defenses available to them and further consent to service of process by mail. Client acknowledges that iKnowAWebGuy.com will have no adequate remedy at law in the event Client uses the deliverables in any way not permitted hereunder, and hereby agrees that iKnowAWebGuy.com shall be entitled to equitable relief by way of temporary and permanent injunction, and such other and further relief at law or equity as any arbitrator or court of competent jurisdiction may deem just and proper, in addition to any and all other remedies provided for herein.

11.6 Severability. Whenever possible, each provision of this Agreement shall be interpreted in such manner as to be effective and valid under applicable law, but if any provision of this Agreement is held invalid or unenforceable, the remainder of this Agreement shall nevertheless remain in full force and effect and the invalid or unenforceable provision shall be replaced by a valid or enforceable provision.

11.7 Headings. The numbering and captions of the various sections are solely for convenience and reference only and shall not affect the scope, meaning, intent or interpretation of the provisions of this Agreement nor shall such headings otherwise be given any legal effect.

11.8 Integration. This Agreement comprises the entire understanding of the parties hereto on the subject matter herein contained, and supersedes and merges all prior and contemporaneous agreements, understandings and discussions between the parties relating to the subject matter of this Agreement. In the event of a conflict between the Proposal and any other Agreement documents, the terms of the Proposal shall control. Any other ambiguities shall be resolved with the most reasonable and legally valid construction, without regard to authorship of such provisions. This Agreement comprises this Basic Terms and Conditions document, the Proposal, Schedule A, and the following documents as indicated below:

Supplement 1: Interactive-Specific Terms and Conditions

Website Hosting Service Agreement

By purchasing one of the website products, the client hereto have agreed to all of the terms and conditions of this Agreement

Proposal:

This agreement by and between KnowAWebGuy.com of Newark, DE and the individual, company, organization or entity that purchases a website design option from KnowAWebGuy.com (the “Client”). Whereas, the client desires to purchase and Kno AWebGuy.com desires to provide the design, development and hosting of a new website upon the terms and conditions contained in this Proposal.

P 1 DESCRIPTION:

P1.1 Option 1: Custom website (up to 4 pages) design and development for the Client. The website will consist of a Home page, About Us page, Services/Products page, and a Contact page. If the Client decides they do not need 4 pages, the fees will remain the same. There is no discount for selecting a website that has less that 4 pages. There will be an additional cost (as descriped on the Additional Services page) for a website with more than 4 web pages. The total amount of pages is not determined by the navigation bar. Total pages is determined by the actual number of total HTML/PHP web pages.

P1.2 Option 2: Custom website (up to 5 pages) design and development for the Client. The website will consist of a Home page, About Us page, Services/Products page, Contact page, and a Blog page/section. If the Client decides they don't need 5 pages, the fees will remain the same. There is no discount for selecting a website that has less that 5 pages. There will be an additional cost (as descriped on the Additional Servicess page) for a website with more than 5 web pages. The total amount of pages is not determined by the navigation bar. Total pages is determined by the actual number of total HTML/PHP web pages.

P1.3 Content Management System (CMS) The website will include a CMS so the Client can make simple updates. This includes the ablility to change/update Client's supplied text and images. This does not include the ability to add functionality to the website, add web pages, change the website's design or change/update the website's navigation.

P1.4 Web Design Phase of the Project will be developed according to the following specifications:

Compatibility - KnowAWebGuy.com represents and warrants that the website we design for Client will work in:

• Microsoft Internet Explorer versions 8 and up

• Mozilla Firefox

• Safari

• Chrome

• Images - KnowAWebGuy.com expects that any images provided by the Client for the website will be of high quality.

KnowAWebGuy.com will do one round of suggested images appropriate to the Client's industry.

P 2 DELIVERABLES:

P2.1 Design. Create a design that is complementary, flexible and distinctive. Enable ease of use for all constituencies making the site easily understandable and navigable is absolutely critical to the site’s success. iKnowAWebGuy.com will work together with Client to ensure the menus are simple and make sense, that the site architecture is clear and the type is easily readable across platforms.

Schedule A:

Intellectual Property Provisions:


IP 1. RIGHTS IN THE FINAL DELIVERABLES:

IP 1.1 Final Works. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, iKnowAWebGuy.com hereby grants to Client the exclusive, perpetual and worldwide right and license to use, reproduce and display the Final Works solely in connection with the Project as defined in the Proposal. Any additional uses will require separate pricing. All other rights, including Copyrights, are reserved by iKnowAWebGuy.com.

Modification:

The rights granted to Client include the rights to adapt, modify and create derivative works based on the Final Works solely in connection with the Project and usage rights set forth herein.

IP 1.2 Trademarks. Upon completion of the Services, and expressly conditioned upon full payment of all fees and costs due, iKnowAWebGuy.com assigns to Client all of iKnowAWebGuy.com’s rights related to the project, including trademark and Copyright, in and to Trademarks created by iKnowAWebGuy.com. iKnowAWebGuy.com shall cooperate with Client and shall execute any additional documents reasonably requested by Client to evidence such assignment. Client shall have sole responsibility for ensuring that Trademarks do not infringe the rights of third parties, and Client shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party alleging trademark infringement, or arising out of Client’s failure to obtain trademark clearance or permissions, for use of Trademarks.

IP 1.3 Client Content. Client Content, including pre-existing Trademarks, shall remain the sole property of Client or its respective suppliers, and Client or its suppliers shall be the sole owner of all trademark, trade secrets, patents, Copyrights, and other rights in connection therewith. Client hereby grants to Designer a nonexclusive, nontransferable license to use, reproduce, modify, display and publish the Client Content solely in connection with Designer’s performance of the Services and promotional uses of the Deliverables as authorized in this Agreement.

IP 1.4 Third Party Materials. Intellectual property rights in Third Party Materials shall be owned by the respective third parties. Designer shall inform Client of all Third Party Materials to be procured by Designer that Client may need to license at Client’s own expense, and unless otherwise arranged by Client, Designer shall obtain a license for Client to use the Third Party Materials consistent with the usage rights granted herein. Client shall indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of Client’s failure to obtain copyright, trademark, publicity, privacy, defamation or other releases or permissions with respect to materials included in the Final Works at Client’s request.

IP 2. RIGHTS RESERVED TO DESIGNER:

IP 2.1 Preliminary Works/Working Files. Designer retains all proprietary rights, including property ownership, intellectual property rights and Copyrights, in and to all Preliminary Works and Working Files, and Client shall return to Designer all Preliminary Works and Working Files in Client’s possession within thirty (30) days of completion of the Services.

IP 2.2 Original Artwork. Designer retains property ownership in any original artwork comprising Final Works, including all rights to display or sell such artwork. Client shall return all original artwork to Designer within thirty (30) days of completion of the Services.

IP2.3 Designer Tools. Designer Tools and all intellectual property rights therein, including Copyrights, shall be owned solely by Designer. Designer hereby grants to Client a nonexclusive, nontransferable (other than the right to sublicense such uses to Client’s publisher, web hosting or Internet service providers), perpetual, worldwide license to use the Designer Tools solely with the Final Deliverables for the Project. Client may not directly or indirectly, in any form or manner, decompile, reverse engineer, or otherwise disassemble or modify any Designer Tools comprising software or technology.

IP 3. LIQUIDATION RIGHTS:

IP3.1 Liquidation for Unlicensed Use. Client’s use of the Deliverables shall be limited to the usage rights granted herein for the Project only. In the event Client, or its agents, uses Final Works or other Deliverables, including Preliminary Works and Working Files, or any derivative works thereof, for another project or outside the scope of the rights granted herein, Designer shall be entitled to further compensation equal to 12 months website hosting fee ($599.40) unless otherwise agreed in writing by both parties.

Supplement 1:

Interactive-Specific Terms and Conditions:

I 1. SUPPORT SERVICES:

I1.1 Warranty Period. “Support Services” means commercially reasonable technical support and assistance to maintain and update the Website, including correcting any errors or Deficiencies, but shall not include the development of enhancements to the Project or other services outside the scope of the Proposal.

I 2. ENHANCEMENTS:

I 2.1 During the development period, Client may request that Designer develop enhancements to the Deliverables, and Designer shall exercise commercially reasonable efforts to prioritize Designer’s resources to create such enhancements. The parties understand that preexisting obligations to third parties existing on the date of the request for enhancements may delay the immediate execution of any such requested enhancements. Such enhancements shall be provided on a time and materials basis at Designer’s then-ineffect price for such services.

I 3. ADDITIONAL WARRANTIES AND REPRESENTATIONS:

I 3.1 Deficiencies. Subject to the representations and warranties of Client in connection with Client Content, Designer represents and warrants that the Final Deliverables will be free from Deficiencies. For the purposes of this Agreement, “Deficiency” shall mean a failure to comply with the specifications set forth in the Proposal in any material respect, but shall not include any problems caused by Client Content, modifications, alterations or changes made to Final Deliverables by Client or any third party after delivery by Designer, or the interaction of Final Deliverables with third party applications such as web browsers other than those specified in the Proposal. The parties acknowledge that Client’s sole remedy and Designer’s sole liability for a breach of this Section is the obligation of Designer to correct any Deficiency identified within the development period. In the event that a Deficiency is caused by Third Party Materials provided or specified by Designer, Designers sole obligation shall be to substitute alternative Third Party Materials.

I 3.2 Designer Tools. Subject to the representations and warranties of the Client in connection with the materials supplied by Client, Designer represents and warrants that, to the best of Designer’s knowledge, the Designer Tools do not knowingly infringe the rights of any third party, and use of same in connection with the Project will not knowingly violate the rights of any third parties except to the extent that such violations are caused by Client Content, or the modification of, or use of the Deliverables in combination with materials or equipment outside the scope of the applicable specifications, by Client or third parties.

I 4 COMPLIANCE WITH LAWS:

1 4.1 Designer shall use commercially reasonable efforts to ensurethat all Final Deliverables shall be designed to comply with relevant rules and regulations known to Designer; however,Client, upon acceptance of the Deliverables, shall be solely responsible for conformance with all rules, regulations, and laws relating to Client’s use thereof, including without limitation,relating to the transfer of software and technology, and compliance with the Americans with Disabilities Act and Section 508 of the Workforce Investment Act.

Website Hosting Service Agreement

Hosting Includes:

  • Domain name registration (if necessary)
  • Setting up the hosting package with a national third party provider
  • Setup and maintaining DNS settings (if required)
  • Maintenance of hosting package
  • Maintenance of database
  • CMS (so Client can edit Client site themselves)
  • Google analytics (monthly information about visits to Client's site) 
  • 5 email accounts with Client domain name (email accounts are only available if domain name is registered through iKnowAWebGuy.com or domain name is transfered to iKnowAWebGuy.com)

MOVING THE WEBSITE

The platform used by iKnowAWebGuy.com to build and maintain websites is proprietary. Website packages must remain on iKnowAWebGuy.com server.

PAYMENT:

Client agrees to supply appropriate payment for the services received from iKnowAWebGuy.com, in advance of the time period during which such services are provided. Client agrees that all setup fees are non-refundable once setup is completed. Client agrees that until and unless Client notifies iKnowAWebGuy.com of Client's desire to cancel any or all services 90 days prior to renewal via email, those services will be billed on a recurring basis. Client agrees that pro-rated refunds for unused time periods will not be provided in the event of account termination.

INDEMNIFICATION:

iKnowAWebGuy.com shall not be responsible for any loss of business or other damages resulting from occasional “downtime” or other technical problems related to the host server, whether caused by the web hosting company (third party), or by broader Internet problems beyond our control. Client agrees to indemnify, defend, and hold harmless iKnowAWebGuy.com from any and all liability, penalties, losses, damages, costs, expenses, attorneys' fees, causes of action or claims caused by or resulting indirectly from Client's use of the service which damages either Client, iKnowAWebGuy.com, or any other party or parties without limitation or exception. This indemnification and hold harmless agreement extends to all issues associated with Client's account, including but not limited to domain name selection and Web site content.

NO WARRANTIES:

iKnowAWebGuy.com makes no warranties or representations of any kind for the services being offered. The service is provided on an "as is" and "as available" basis without warranties of any kind, either express or implied, including but not limited to warranties of title, noninfringement, or implied warranties of merchantability or fitness for a particular purpose. No advice or information given by iKnowAWebGuy.com or its agents or employees shall create a warranty. iKnowAWebGuy.com provides no warranty that the service will be uninterrupted or error free or that any information, software or other material accessible on the service is free from viruses or other harmful components. Under no circumstances shall iKnowAWebGuy.com be liable for any direct, indirect, special, punitive, or consequential damages that result in any way from Client's use of or inability to use the service, or for third parties' use of the service to access Client's Web space, or to access the Internet or any part thereof, or Client's or any third parties' reliance on or use of information, services, or merchandise provided on or through the service, or that result from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation or transmission, or any failure of performance. If Client is dissatisfied with iKnowAWebGuy.com service or any of its terms, conditions, rules, policies, guidelines, or practices, Client's sole and exclusive remedy is to discontinue using the service.

For More Information:

Email:
russb@iKnowAWebGuy.com

Phone:
302-273-0514

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