EM-Associates Terms and Conditions

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1 EM-Associates Terms and Conditions EM-Associates provides online personal and business websites/web pages. EM-Associates' Terms and Conditions are provided online. Client's use of their websites/web pages shall be deemed to be client's acceptance of posted terms and conditions. In consideration for Client retaining EM-Associates to design or redesign, build, and/or maintain a website for Client, it is agreed as follows: 1. Compensation and Term The "Client" retains EM-Associates, and EM-Associates agrees to perform the following services: designing or redesigning, and/or building, and/or maintaining a website for the Client according to specifications agreed upon and detailed at the bottom of the contract, between EM-Associates and Client, or on the Lease-Quote provided to Client. Client is solely responsible for supplying website content and images. If it is necessary to purchase images or fonts, the actual costs will be charged to the client. Purchases will be pre-approved by the client. Any products or services not specified in this contract are not required of EM-Associates. The following fees shall apply: The fee is determined by the package selected. The three months payments are due after initial consultation and before work is begun. The initial term of the lease is 24 months. At the end of 24 months, the lease will automatically renew at 3 month intervals unless written notice is provided 60 days prior to the end on the lease by either party (Client or EM- Associates) with intent to cancel lease.

2 Buyout formula: Purchase price minus 60% of the monthly payment times number of months paid equals the buyout price. Client has the options of buying out the lease at any point during lease. 2. Warranties by EM-Associates EM-Associates represents and warrants to Client that it has the experience and ability to perform services required by this Agreement; that it will perform said services in a professional and competent manner: that is has the power to enter into and perform this agreement. 3. Independent Contractor EM-Associates acknowledges that the services rendered under this Agreement shall be solely as an independent contractor. It is expressly understood that this undertaking is not a joint venture. 4. Confidentiality EM-Associates recognizes and acknowledges that this Agreement creates a confidential relationship between EM-Associates and Client and that information concerning Client s business affairs, customers, vendors, finances, properties, methods of operations, computer programs, and documentation, and other such information, whether written, oral, or otherwise, is confidential in nature. All such information concerning Client is hereinafter collectively referred to as Confidential Information. 5. Non-Disclosure EM-Associates agrees that, except as directed by Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever and that upon the termination of this Agreement it will turn over to Client all documents, papers, and other matter in its possession or control that relate to Client. 6. Grant Client agrees that copyrights to EM-Associates work product produced in the

3 performance of this Agreement shall remain the exclusive property of EM-Associates, and that it will not sell, transfer, publish, disclose or otherwise make the work product available to third parties without EM-Associates prior written consent. Any rights granted to Client under this Agreement shall not affect EM-Associates exclusive ownership of the work copyright. 7. Legal Stuff EM-Associates does not warrant that the functions contained in these Web pages or the Internet website will meet the client's requirements or that the operation of the Web pages will be uninterrupted or error-free. The entire risk as to the quality and performance of the Web pages and website is with client. In no event will EM-Associates be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if EM-Associates has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions. 8. Copyrights and Trademarks The client represents to EM-Associates and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to EM- Associates for inclusion in Web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend EM-Associates and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. 9. Laws Affecting Electronic Commerce From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend EM- Associates and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce. 10. Copyright to Web pages Copyright to the finished assembled work of Web pages produced by EM-Associates is owned by EM-Associates. During the term of this agreement while Client is current on lease payment, the Client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to photos, graphics, source code, work-up files, and computer programs are specifically not transferred to the client, and remain the property of their respective owners. EM-Associates and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

4 11. Payment of fees Payments are due the first of each month of the appropriate quarter. In order for EM- Associates to remain in business, payments must be made promptly. Delinquent bills will be assessed a $30 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 10% penalty will be added for each month of delinquency. EM-Associates reserves the right to remove Web pages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by EM-Associates. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Jefferson County, Alabama and any dispute will be litigated or arbitrated in Jefferson County, Alabama. 12. Sole Agreement The agreement contained in this "Website Design Lease Agreement" constitutes the sole agreement between EM-Associates and the Client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. 13. Age Client certifies that he or she is at least 18 years of age. 14. Authorship Credit Client agrees that EM-Associates may put a byline, logo, and hyperlink on the bottom pages of their website establishing authorship credit and copyright notice and that EM- Associates may advertise client's website as an example of their work. 15. At Lease Expiration At lease expiration, if customer elects not to renew, EM-Associates commits not to sell or lease the existing site with current text and current company name information. 16. Modification of Terms and Conditions EM-Associates may change the terms and conditions from time to time with or without notice to User. Any amendment shall be effective immediately with or without notice. Each use by User reaffirms User's acceptance of, and agreement to be bound and to abide by, the Terms as amended. 17. Definition of Terms Website - a collection of web pages and associated code which forms an integrated presence. Domain Name - the root address of a website, e.g. All such names must be registered with the appropriate naming authority, which will usually charge a fee.

5 Host - the company on whose system the Website physically resides. Downtime - time when the website is not accessible via the Internet. This may be because of a technical failure of the Host or because work is being carried out on the site. Link, Hyperlink - a 'clickable' link embedded on a Web page which may take the form of a graphic or text. Search Engine a software that searches for information and returns sites which provide that information by subject matter classification. Search Engine Optimization (SEO) - techniques that enable your site to appear higher in a list of search engine results. Advertising - A public promotion of some product or service. Free Maintenance - The number of free maintenance sessions varies depending upon the Lease Package. A normal free maintenance session is 2 hours valued at $25 per hour. Any maintenance / changes requiring more than 2 hours will incur charges at a rate of $25 per hour. EM-Associates agrees to design, build, install, and/or maintain a website for Client according to agreed upon specifications and the package option selected. EM-Associates does not guarantee listings on search engines as they alone determine who they will and will not list.