This Website Design Services Agreement (“Agreement”) is a valid legal agreement between US WEBSITEBUILDER LLC (“USWB”) with a principal business address at 15500 Erwin St., Suite 4008, Van Nuys, California 91411 and the client, the individual or single entity ordering USWB Design Services (“Services”) either via an on-line order form or via USWB’s customer service call center (“Sign-up Process”). This Agreement governs the client’s purchase and use of USWB’s Services ordered by the client during the Sign-up Process.

For purposes of this Agreement, the 'Effective date' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.

The terms of this Agreement shall commence on the Effective Date, as herein defined.

R E C I T A L S

WHEREAS, USWB is web design and Internet development company that offers graphic design services and web page coding and implementation support to initiate such services.

WHEREAS, client chooses to employ the aforementioned Website Design services of USWB,

WHEREAS, client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.

NOW THEREFORE, in consideration of the terms and conditions set forth in this Agreement, USWB and client agree to the foregoing and as follows:

ARTICLE 1 – GENERAL

1.1 Overview of Agreement. This Agreement explains the important terms and conditions under which USWB shall operate and provide Website Design service package subscribed to/or applied to by the client It is important that this document be thoroughly reviewed if client agrees to these terms and conditions, and is willing to be bound by them.

1.2 This Agreement also declares your consequent obligations as our client in relation to the Website Design service package you purchased.

1.3 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.

1.4 By availing Website Design services of USWB, and by entering into this page, you, as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by USWB from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and USWB concerning your use of the Website Design Service and shall supersede and govern all prior proposals or agreements made by any of our representatives.

ARTICLE 2 – USWB WEBSITE DESIGN SERVICE

2.1 Content Submission

USWB will provide Client with Services solely in accordance with the information provided to us online, in written form, via email, and through telephone interviews.

If Client were not able to provide or confirm with USWB their information that will be used for the development of their website, USWB will passively create a generic website, referred to as industry-based template with content (IBTC) throughout the rest of the agreement. Client may still alter this template upon contacting USWB and confirming or providing information needed for the website.

Client agrees to submit all content within ten (10) business days after initial payment for USWB Website Design Services. Any content submitted after 10 business days will not be included in the Website Design Service. Client agrees any additional content added to the scope of the project will be billed in advance at a rate of $50 per hour.

2.2 Type of Contents

Client and USWB must work together to complete the website in a timely manner. Client is solely responsible for the contents of your Website and the consequences thereof. Below is a list of acceptable content formats:

2.2.1 Text
Client agrees to provide textual content for all Website pages, limited to an average of 500 words per page, in the following specified format: Microsoft Word for Windows (v95, 97, 2000, and XP); WordPerfect for Windows (v5.x, 6.0); Rich Text Format (*.RTF); Text (*.TXT); or HTM/HTML (*.HTM, *.HTML). Text will not be accepted in other formats. Prices for document typing will be US$ 5.00 per page.

2.2.2 Imagery
Client agrees to provide all images content for the Website. USWB will not alter the quality of the images or graphics, but will resize them to fit the chosen template layout. A maximum of 10 images or graphics will be allowed per Website page, including the company logo. Prices for photo or image optimization will be US$ 5.00 per page. Client agrees to provide images/graphics for all Website pages in the following specified format: Photoshop (*.PSD, *.PDD); Bitmap (*.BMP, *.RLE); CompuServe GIF (*.GIF); Photoshop EPS (*.EPS); Photoshop DCS 1.0 (*.EPS); JPEG (*.JPG, *.JPE); PCX (*.PCX); Photoshop PDF (*.PDF, *.PDP); PICT (*.PCT, *.PIC); Pixar (*.PXR); PNG (*.PNG); RAW (*.RAW); Sitex CT (*.SCT); Targa (*.TGA, *.VDA, *.ICB, *.VST); Tiff (*.TIF). Images in other formats will not be accepted.

Client further agrees to pay US $10.00 for every image provided by USWB. Should client require more than ten(10) images, a discount shall be applied.

Client agrees not to do anything, which would restrict or inhibit any other user from using and enjoying the Internet.

Client further agrees not to use USWB to send or post any messages or materials that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, infringes on any third party’s intellectual property or publicity/privacy rights, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Should these unlawful acts happen, Client would solely be liable for damages.

USWB reserves the right to terminate the account if USWB becomes aware and determines, in its sole discretion, that Client is violating any of the foregoing guidelines. As a condition of use of USWB Service Client warrants to USWB that USWB’s Service will not be used for any unlawful purpose.

Client is responsible for keeping a copy of the most current Website files as backup on a remote system. USWB is not responsible for any lost files, information, or data. If USWB’s hosting services has been terminated, or a copy of the website files requested, USWB will e-mail one copy of the HTML files, graphics, and all other associated aspects of the Website to Client in an email attachment at no charge for the first request. USWB may provide the copy of the files to Client via CD, at the cost of fifty dollars ($50.00) plus shipping and handling, if so requested.

2.3 Change Requests

Once the initial design phase is completed Client agrees to provide, via email to USWB, concise feedback and desired changes. If feedback is not received promptly, USWB is not held liable for any additional costs required to extend the project timeline. However, five (5) free basic update is provided after project completion.

2.4 Billable and Non-Billable Requests.

USWB understands that Client may request significant design changes to pages that have already built according to earlier specifications. To that end, the scope of acceptable revision requests does not include provisions for “significant page modifications” or creation of additional pages in excess of the agreed maximum pages without additional charges.

If significant page modification is requested after a page has been built to Client’s specification (after the Production Phase), it will be considered a billable request.

2.4.1 A billable request is one that changes the basic structure of the Website such as an additional navigation button or basic design layout change of the Website.

2.4.2 A non-billable change is one that does not affect the layout or navigation of the Website such as swapping out a photo or change text (provided that the modified text still fits within the space originally provided).

Client is encouraged to inquire as to whether a change is billable or non-billable, should there be any doubt. As long as requested before the Acceptance Phase, non-billable changes are free-of-charge. Billable changes on the other hand are not, and will be assessed first and billed separately by the hour.

2.5 Domain Name

ARTICLE 3 – PAYMENT TERMS AND FEES

3.1 Terms of Payment

Client agrees to pay USWB (a) for credit card payments - the first monthly fee of the package plus 1-year domain name registration fee when applicable; (b) for other modes of payment such as check - the full (1-Year) package price plus 1-year domain name registration fee when applicable.

Client further agrees to pay in advance of the time period during which such services are provided. All fees are due immediately and are non-refundable. If Client switches or upgrades the website design package, the monthly service fees shall be prorated. Website and Ecommerce Packages require a 12-month minimum commitment; early termination fees apply amounting to the unpaid balance (remainder) of the total package price.

Client agrees to provide USWB with current billing and contact information and authorize USWB to bill all account and related charges to the credit card on file. Client agrees that prepayments will be billed and charged automatically, that USWB may apply the amount due to the provided card at any time, and will issue no refunds. If the credit card is denied for any reason on the first attempt, USWB will automatically attempt to resubmit such card within three (3) business days of the original attempt. Should the card be denied again, Client may provide alternative billing arrangements, or USWB may terminate the account. All files within the account may be deleted on termination.

If USWB does not receive payment from the card issuer, Client agrees to pay USWB all amounts due upon demand. Client agrees to pay all attorney and collection fees arising from any efforts to collect any past due amounts to the extent allowed by law.

Client shall own the created website subject of this Agreement only after the first year of subscription.

3.2 Late Payments. Should client fail to pay any fees on the date due for payments, USWB shall have the right to make use of any or all of the following:

a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available

b.) suspend or terminate any access to any or all of the services of USWB,

c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.

3.3 Continuous Payment.The suspension or termination of USWB services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to USWB, attorney’s fees, expenses of litigation, and payment of damages.

3.4 Refunds. All monies paid to USWB are non-refundable.

4.1 Customer Warranty

Client represents and warrants to USWB that:

a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with USWB and perform its obligations under this Agreement;

b) Client shall use USWB’s services and products for lawful purposes;

c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client shall violate the intellectual property rights of any person, corporation or legal entity;

d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited.

e) In any instance client shall receive advise or notice of any claim with regard the project or USWB, Client shall promptly provide USWB with a written notice of such claim.

f) Client agrees to inform USWB via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.

4.2 USWB Warranty

USWB warrants that:

a) USWB has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,

b) USWB will perform the services required under this Agreement.



ARTICLE 5 - RECORDS & DOCUMENTS

5.1 Archive. USWB is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to USWB in any manner or form.



ARTICLE 6 - CANCELLATION

6.1 Cancellation Fee. A 25% fee of the total project cost is charged to the client for any cancellations made to answer for costs of set-up requirements and billing in relation with the Website Design Services where the project billed has not yet begun.
Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.
To Cancel, Client is expected to send a cancellation notice through fax at 888-848-6863 or email at customerservice@uswebsitebuilder.com.



ARTICLE 7 - MISCELLANEOUS

7.1 Taxes. Client will pay, or when necessary, reimburse USWB for taxes and duties imposed upon and by reason of the performance of USWB of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against USWB.

7.2 Non-Exclusivity. The parties acknowledge and agree that USWB is providing access to and use of its non-exclusive and non-transferable services to multiple customers.

7.3 Support. USWB agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-5:00PM EST). However, our customer support/service is 24/7.

7.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless USWB, in good faith, deems the unenforceable provision to be essential, in which case USWB will have the right to terminate this Agreement.

7.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in USWB’s records, or in the case of USWB, at 15500 Erwin St., Suite 4008 Van Nuys, California 91411.

7.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without USWB’s prior written consent, which consent may be withheld, delayed or conditioned in USWB’s discretion. USWB shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.

7.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

7.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of USWB. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of USWB and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

7.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Van Nuys, California.

7.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of USWB. Client further agrees that a violation hereof shall entitle USWB to claim the amount of $100,000.00 as liquidated damages.

7.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

7.12 Abuse of Traffic and/or Storage. The intention of USWB is to provide a large space to serve Website documents, not an offsite storage area for electronic files. All of your Website pages (html) must be 'linked' with files (GIF, JPEG, etc.) stored on USWB's server. This policy does ONLY apply to Websites that are considered to be abusing services – bandwidth in particular. It is NOT applicable to photo galleries, even if several megabytes of storage space are in use. Websites that are found to contain either no HTML documents or a large number of unlinked files are subject to warning, suspension or cancellation at the sole discretion of USWB management. Traffic will go unmonitored until you reach 6 GB (6,442,450,944 bytes) per month. Thereafter, normal data transfer cost of $5.00/1GB will apply. Unless special agreement has been met, traffic overages will be billed in blocks of 5GB and cannot be prorated.

7.13 Modification of Terms. USWB reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the US Website Builder Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. US Website Builder does not and will not assume any obligation to notify you of any changes to this Service Agreement.

7.14 Data Backup. Your use of the service is at your sole risk. US Website Builder is not responsible for files and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backups of files and data.



ARTICLE 8 - COPYRIGHTS AND TRADEMARKS

8.1 USWB will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to USWB and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to USWB are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend USWB from any claim or suit arising from their use.



ARTICLE 9 - DISCLAIMER

DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE USWB SERVICE PROVIDED IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. USWB EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE USWB SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY USWB, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL USWB, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE USWB SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE USWB SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO USWB RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT USWB IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM USWB AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL USWB’S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO USWB DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.



ARTICLE 10 - INDEMNIFICATION

10.1 Client agrees to defend, indemnify and hold harmless USWB against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with USWB.
10.2 By completing our online sign up form, or confirming an order by phone, and giving us the credit card information, it indicates that Client has read and understood the USWB Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using Client's credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.



ARTICLE 11 - LIMITATION OF LIABILITY

USWB SERVICES' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO USWB THROUGH THE DATE USWB SERVICES' LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL USWB BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.



ARTICLE 12 - CONFIDENTIAL INFORMATION

12.1 "Confidential Information", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by USWB, the prices and fees charged under this Agreement, any other materials marked confidential by Client or USWB and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.

12.2 Each party acknowledges and agrees that:

a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;

b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and

c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

12.3 Confidential Information will not include information that is:

a) publicly available;

b) already in the other party's possession and not subject to a confidentiality obligation;

c) obtained by the other party from any source without any obligation of confidentiality;

d) independently developed by the other party without reference to the disclosing party's Confidential Information; or

i) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.



ARTICLE 13 - TERMINATION & BREACH OF CONTRACT

13.1 Termination by USWB. USWB shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if:

a) Client fails to comply with its payment obligations under this Agreement;

b) Client materially breaches any term or condition this Agreement;

c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from effectivity date of this Agreement.

13.2 Termination by Client. Client shall have the right, upon written notice to USWB, to terminate this Agreement if USWB is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

13.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

13.4 Abandonment of Project. A project manager will be working with the client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered finished.

You agree to maintain Service for an initial term of one (1) year.  After the initial term, Service will automatically renew for successive annual periods.  You may terminate the Service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to US Website Builder.  The termination notice must be sent to customerservice@uswebsitebuilder.com.  If you terminate your Service prior to the end of the initial term, you will be liable for an early termination fee amounting to the unpaid balance of the total package price.