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Terms of Agreement

1. Authorization

Client is engaging Meyri Web Design, a sole proprietor, as an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on Client's web space located on an Internet Service Provider's (ISP) server.

Hereafter, Client will be known as the 'Client' and Meyri Web Design will be known as 'MWD'.

The Client will establish a separate contract with an Internet Service Provider (ISP) for hosting, or the MWD will establish one for the Client. The Client hereby authorizes MWD to access this account, and authorizes the Host Provider to provide MWD with 'write permission' for the Client's web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project.

2. Standard Hosting Service

Client will secure an Internet Service Provider. If however, the Client is not an advanced user of the Internet, the Client is encouraged to use the services of MWD to secure and maintain this account for an additional cost.

3. Domain Registration

MWD will secure a domain name (www.myname.com) for the Client at the Client's request. All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by this agreement. These are Internic fees, and are not a source of income for MWD.

If the Client already has a domain name, MWD will assist with redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party, client is responsible for any negotiations for said domain name.

4. Training

MWD will provide e-mail and telephone assistance to the Client's designated representatives regarding management of the Client's web site. On-site training is limited to Virginia and it's surrounding states. Charges incurred for on-site training are $500 per day.

5. Commercial Package Coverage

This agreement includes up to 32 standard branding web pages with layout, graphic creation, an online store, two animated banners, four forms, 20 page scans, training, JavaScript or Flash navigation or animations, and a backup copy of the entire web site on CD. This contract also includes a provision to assist the Client with e-mail setup for Microsoft Outlook Express using the maximum number of accounts allowed by the chosen ISP.

6. Text and Grapics

Final text should be supplied by the Client. 500 words per page approximate standard if not supplied via diskette. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time. The Client will also provide certain necessary elements such as company logo, ancillary images and photographs. In the absence of this, MWD will attempt to recreate to it's best ability the company logo, image, or photograph. Images for products in the online store must either be provides electronically, or can be scanned from hard copy. This does count towards the 20 scan limit. If more scans are required, a $1.00 charge will be applied per scan.

7. Links

This agreement contemplates up to an average of 12 external or relative links per page and an e-mail response link on each web page to any e-mail address the Client designates. This agreement also contemplates making any link the Client desires 'pop up' in a new window if requested.

8. Cross Browser Compatibility

Our agreement contemplates the creation of a web site viewable by both Netscape 4.0 and Microsoft Internet Explorer 4.0. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.

9. Scanning

This agreement contemplates scanning up to 20 images for the Client. If more than 20 images need to be scanned the charge for each will be $1.00 after the 20 image allowance has been reached.

10. Secure Certificate

If the Client selects the commercial package with an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.

11. Merchant Account

If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.

12. Databases

This agreement includes a provision for the creation of a database, limited to the requirements of the online store. In addition, a web based administrative site will be provied for this database.

13. Payment Terms / Work Flow

A minimum deposit of fifty percent (50%) is required to commence work.

Once MWD receives the 50% deposit, basic site design concepts will be put online for the Client's viewing and approval. Alternatively, MWD may show Client the designs in person via desktop computer. Communication between MWD and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin.

Authors should continue, however, to continually view updates to the site and express their preferences or dislikes to MWD. Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will be due within fifteen (15) business days after delivery of this e-mail or letter and invoice. If the fifteen (15) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied.

MWD reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact MWD to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.

14. Client Amends

MWD prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of MWD's business. To that end, we encourage input from the Client during the design process.

MWD understands, however, that Clients may request significant design changes to pages that have already built to the Client's specification. To that end, please note that our agreement does not include a provision for 'significant page modification' or creation of additional pages in excess of our agreed maximum per package. If significant page modification is requested after a page has been built to the Author's specification, we must count it as an additional page.

Some examples of significant page modification at the request of the Author include:

• Developing a new table or layer structure to accommodate a substantial redesign at the Client's request.
• Recreating or significantly modifying the company logo graphic at the Client's request.
• Replacing more than 75% of the text to any given page at the Client's request.
• Creating a new navigation structure or changing the link graphics at the Author's request.
• Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation if an e-commerce enabled site has been selected by the Client.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved in the design of each page are encouraged to negotiate an agreement prior to commencing. If significant page modification is requested by the Client after the package maximum has been reached, there will be a charge for each additional page. Moderate changes, however, will always be covered during our development of the site and also covered by our one month of free maintenance.

Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy. We can not, however, provide major redevelopment services to the in excess of the package maximum contemplated by this agreement.

15. Maintenance Agreements

Maintenance Agreements are negotiated on a Client by Client basis, as each Client will have differing needs. MWD offers two kinds of maintenance agreements. In one, the Client pays a fixed monthly rate for such things as making moderate graphic changes or page modifications. In the other agreement, the customer pays on an 'as needed' hourly basis.

16. Third Party or Client Page Modification

Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. MWD agrees to provide standard comments within the HTML coding to facilitate modifications. Note, however, that if the Client or an agent of the Client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of $25. There is a one hour minimum.

17. Assignment of Project

MWD reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. MWD warrants all work completed by subcontractors for this project.

18. Additional Expenses

Client agrees to reimburse MWD for any critical Client requested expenses necessary for the completion of the project. Examples would be:

• Purchase of specific fonts at the Client's request,
• Purchase of specific photography at the Client's request.
• Purchase of specific software at the Client's request.

19. Copyrights and Trademarks

The Client represents to MWD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to MWD for inclusion in the Client's web site 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 MWD and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

20. Age

Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering a contract in the State of Virginia on behalf of the Client.

21. Limited Liability

Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or MWD. Abusive and unethical materials and uses include, but are not limited to, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy.

Client hereby agrees to indemnify and hold harmless MWD from any claim resulting from the Client's publication of material or use of those materials.

It is also understood that MWD will not publish information over the Internet which may be used by another party to harm another.

22. Indemnification

Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless MWD against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation, which is detrimental to another person, organization, or business.

23. Ownership to Web Pages and Graphics

Copyright to the finished assembled work of web pages produced by MWD and graphics shall be vested with the Client upon final payment for the project. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

24. Design Credit

Client agrees that MWD may put a byline on the bottom of their Home Page web page establishing design and development credit. Client also agrees that the web site created for the Client may be included in MWD's portfolio.

25. Nondisclosure

MWD, its employees, and subcontractors agree that, except as directed by the Client, will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever. Likewise, the Client agrees that it will not convey any Confidential information obtained about MWD to another party.

26. Cancellation

Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or canceled at the request of the Client by registered letter, MWD shall have the right retain the original 50% deposit. In the event this amount is not sufficient to cover MWD for time ($25 per hour) and expense already invested in the project additional payment will be due. If additional payment is due, this will be billed to the Client within 10 days of notification via registered letter to stop work. Final payment will be expected under the same terms as listed in Article 13 above.

27. Arbitration

Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator suitor pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof. The Author shall pay all arbitration and court costs, reasonable attorney's fees and legal interest on any award or judgment in favor of MWD.

28. Completion Date

MWD and the Client must work together to complete the web site in a timely manner for both parties to remain profitable.

We agree to work expeditiously to complete this project no later than the agreed upon completion date.

29. Laws Affecting Electronic Commerce

The Client agrees that it is responsible for complying with the laws, taxes, and tariffs related to e-commerce, and will hold harmless, protect, and defend MWD and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce.

Client also understands that MWD can not provide legal advice.

30. Entire Understanding

This contract constitutes the sole agreement between MWD and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and MWD.

Both parties warrant that they have read and understand the terms set forth in this agreement.

This agreement shall be governed and construed in accordance with the laws of the State of Virginia.

On behalf of the Client ___________________________________

Date ________________________________________________

On behalf of the Developer________________________________

Date ________________________________________________