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www.CowgirlCreationsWebDesign.com Heather Smith [email protected] P.O. Box 1342 Gillette, WY 82717 (307)751-5572 Please read contract in its entirety. Be sure to initial each page, and sign and date where indicated. Once completed please mail all pages to the address above. Web Design Maintenance Contract Contact information: Contact name:_________________________________________________________________ Company/client:________________________________________________________________ Address:________________________ City:___________________ State:______ ZIP:________ Phone:_________________________________ Fax:_________________________________ E-mail address:_________________________________________________________________ Web Site Information: Web site URL:__________________________________________________________________ Host name:____________________________________________________________________ 1. Definition of Terms. COWGIRL CREATIONS WEB DESIGN: Cowgirl Creations Web Design, located at 4375 Park Lane, Gillette, Wyoming, 82716. CLIENT:______________________________________________________________________ CONTRACT: This agreement and any attachments as listed below. Page 1 of 5 CLIENT Initials_____ 2. Payments Place an X next to your Web Design Maintenance Choice Below _____Hourly _____Plan One _____Plan Two _____Plan Three Web Site Maintenance (Billed Quarterly) Up to one hour of Monthly Web Maintenance Up to three hours of Monthly Web Maintenance Up to six hours of Monthly Web Maintenance $60/hour $162/quarter/$576/year $486/quarter/$1,728/year $972/quarter/$3,456/year There is a one hour ($60) minimum charge. Time not used during billing period is nontransferable. Overages will be charged at the hourly rate ($60). Web site maintenance rates are subject to change. In the event of a rate change CLIENT would be given 30 days notice by COWGIRL CREATIONS WEB DESIGN. Maintenance plans are to be invoiced and pre-paid quarterly or yearly, overages are billed quarterly. By signing the Cowgirl Creations Web Design Maintenance Contract CLIENT agrees to pay the entire price of Web services as indicated in the right column at the top of this agreement. If you selected one of the three PLANS above, please choose a payment method: _____Pay by 3 Months (10% Discount) _____Pay by 12 Months (20% Discount) Payment Type: _____PayPal, E-Mail address for payment requests:____________________________________ (additional fees may apply) _____Cash _____Check _____Money Order Please make checks payable to “Cowgirl Creations Web Design” 3. Services CLIENT is contracting COWGIRL CREATIONS WEB DESIGN for the purpose of Web design maintenance. Web design maintenance does not include new web page design or hosting. These items would need to be quoted on an individual basis by COWGIRL CREATIONS WEB DESIGN unless previously agreed to in writing between CLIENT and COWGIRL CREATIONS WEB DESIGN. 4. Warranties. COWGIRL CREATIONS WEB DESIGN represents and warrants to the CLIENT that it has the experience and ability to perform the services required by this CONTRACT; that it will perform said services in a professional, competent, and timely manner; that is has the power to enter into and perform this CONTRACT; and that its performance of CONTRACT shall not infringe upon or violate the rights of any third party or violate federal, state, and municipal laws. However, CLIENT will not determine or exercise control as to general procedures or formats necessary to have these services meet CLIENT's satisfaction. The CLIENT represents and warrants to COWGIRL CREATIONS WEB DESIGN that it will provide CLIENT material as required in a professional, competent and timely manner; that it has the power to enter into this Agreement on behalf of CLIENT; and that its performance of this CONTRACT shall not infringe upon or violate the rights of any third party or violate any federal, state, or municipal laws. Page 2 of 5 CLIENT Initials_____ 5. Copyrights and Trademarks. The CLIENT represents to COWGIRL CREATIONS WEB DESIGN and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to COWGIRL CREATIONS WEB DESIGN 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 COWGIRL CREATIONS WEB DESIGN and its subcontractors from any claim or suit arising from the use of such elements furnished by the CLIENT. 6. Age. CLIENT certifies that he or she is at least eighteen years of age. 7. Limited Liability. CLIENT hereby agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service or Host Server. Abusive and unethical material and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing or harmful material or uses, any illegal activity or material advocating illegal activity, and any infringement of privacy or libel. CLIENT hereby agrees to indemnify and hold harmless COWGIRL CREATIONS WEB DESIGN from any claim resulting from CLIENT’s publication of material or use of those materials. CLIENT hereby agrees to indemnify and hold harmless COWGIRL CREATIONS WEB DESIGN in any claim resulting from the submission of illegal materials. Under no circumstances, including negligence, shall COWGIRL CREATIONS WEB DESIGN, its offices, agents, or anyone else involved in creating, producing, or distributing its services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use or inability to use COWGIRL CREATIONS WEB DESIGN’s services; or that result from mistakes, omissions, interruptions, deletion, or lost of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to COWGIRL CREATIONS WEB DESIGN’s records, programs, or services. CLIENT maintains sole responsibility for data backups and restoration. CLIENT hereby acknowledges that this paragraph shall apply to all content on COWGIRL CREATIONS WEB DESIGN’s services. Notwithstanding the above, CLIENT’s exclusive remedies for all damages, losses, and causes of actions whether in CONTRACT, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount that the CLIENT paid during the term of this CONTRACT and any reasonable attorney’s fee and court costs. 8. Indemnification. CLIENT agrees that it shall defend, indemnify, save, and hold COWGIRL CREATIONS WEB DESIGN harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees (“Liabilities”) asserted against COWGIRL CREATIONS WEB DESIGN, its agents, 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 CLIENT, its agent, employees, or assigns. CLIENT agrees to defend, indemnify, and hold harmless COWGIRL CREATIONS WEB DESIGN against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with COWGIRL CREATIONS WEB DESIGN’s service, any material supplied by CLIENT infringing on the proprietary rights of a third party, copyright infringement, and any defective product which CLIENT has sold from the Web site COWGIRL CREATIONS WEB DESIGN has designed. 9. Laws Affecting 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 COWGIRL CREATIONS WEB DESIGN and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT’s use of Internet electronic commerce. Page 3 of 5 CLIENT Initials_____ 10. Copyright to Web Pages. COWGIRL CREATIONS WEB DESIGN understands that the CLIENT has been assigned rights to the Web site design, graphics, and text contained in the current finished, assembled Web site. Rights to photos, graphics, source code, work up files, and computer programs used in the maintenance of the Web site are specifically not transferred to the CLIENT, and remain the property of the respective owners. COWGIRL CREATIONS WEB DESIGN and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios. 11. Authorship Credit. CLIENT may select that COWGIRL CREATIONS WEB DESIGN includes a byline and link on the bottom of their Web page establishing authorship credit. This byline is upon agreement by both CLIENT and COWGIRL CREATIONS WEB DESIGN and must be removed at any time upon written request by COWGIRL CREATIONS WEB DESIGN. 12. Nondisclosure. COWGIRL CREATIONS WEB DESIGN, its employees, and subcontractors agree that, except as directed by CLIENT, it will not any time during or after the term of this CONTRACT disclose any Confidential Information to any person whatsoever. 13. Cancellation. In the event that work is postponed or canceled at the request of the CLIENT by registered letter, COWGIRL CREATIONS WEB DESIGN shall have the right to bill pro rata for work completed through the date of that request, while reserving all rights under this CONTRACT. If additional payment is due, this shall be payable within thirty days of the CLIENT’s notification to stop work. In the event of a cancellation, the CLIENT shall also pay any expenses incurred by COWGIRL CREATIONS WEB DESIGN and COWGIRL CREATIONS WEB DESIGN shall own all rights to the work. The CLIENT shall assume responsibility for all collection of legal fees necessitated by default in payment. This contract shall remain in effect until a new agreement has been made or the contract has been cancelled with the consent of both parties. 14. Refund Policy. If the CLIENT applies by a registered letter for a refund within fifteen (15) days of signing this CONTRACT, work already completed shall be billed at the hourly rate of $60.00 and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, the CLIENT shall be liable to pay for all work completed at the hourly rate of $60.00. 15. Arbitration. Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this CONTRACT shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed-upon Arbitrator 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 CLIENT shall pay all arbitration and court costs, reasonable attorney’s fees, and legal interest on any award or judgment in favor of COWGIRL CREATIONS WEB DESIGN. 16. Payment of Fees. In order for COWGIRL CREATIONS WEB DESIGN to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $30 charge if payment is not received within 30 days of the due date. If an amount remains delinquent thirty days after its due date, an additional ten percent (10%) penalty will be added for each month of delinquency. COWGIRL CREATIONS WEB DESIGN 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. The CONTRACT becomes effective only when signed by COWGIRL CREATIONS WEB DESIGN. Regardless of the place of signing of this CONTRACT, the CLIENT agrees that for purposes of venue, this CONTRACT was entered Page 4 of 5 CLIENT Initials_____ into in Campbell County, Wyoming, and any dispute will be litigated or arbitrated in Campbell County, Wyoming. Please pay on time. 17. Entire Understanding. This CONTRACT constitutes the sole agreement between COWGIRL CREATIONS WEB DESIGN and the CLIENT regarding its Web Design Maintenance Service. It becomes effective only when signed by both parties. This CONTRACT shall be governed and construed in accordance with the laws of the State of Wyoming. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby. The undersigned agrees to the terms of this CONTRACT on behalf of his or her organization or business. On behalf of the CLIENT: ___________________________________________ Date______________________ On behalf of COWGIRL CREATIONS WEB DESIGN: ___________________________________________ Page 5 of 5 Date______________________ CLIENT Initials_____