TECHIENT WEB DESIGN TERMS AND CONDITIONS

THESE ARE THE TERMS AND CONDITIONS(“Agreement”) APPLICABLE TO THE PURCHASE AND SALE OF WEBSITE RELATED SERVICES AMONG YOU (“Customer”, “you” or “your”) AND TECHIENT WEB DESIGNS INC. (“Techient Web Designs”, “us” “we” or “our”) YOU AGREE TO PAY THE SETUP FEE UPON ENTERING YOUR PAYMENT INFORMATION IN THE TECHIENT WEB DESIGNS PURCHASE SYSTEM (the “Effective Date”) AND THE MONTHLY FEES FOR THE SERVICES PURCHASED FOR 12 MONTHS FROM THE DATE YOU ARE SENT AN EMAIL NOTIFYING YOU THAT THE WEBSITE IS HOSTED (the “Host Date”). THE FEES PAID TO TECHIENT WEB DESIGNS ARE NON-REFUNDABLE. ENTERING YOUR PAYMENT INFORMATION IN THE TECHIENT WEB DESIGNS PURCHASE SYSTEM SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTAND THESE TERMS AND CONDITIONS.

IN ADDITION, YOU MAY ELECT TO PURCHASE ADDITIONAL SERVICES FROM TECHIENT WEB DESIGNS, OR THEIR PARTNERS AND/OR OTHER THIRD PARTIES, WHICH HAVE THEIR OWN TERMS AND CONDITIONS AGREEMENTS AND ACCEPTABLE USE AGREEMENTS, ASIDE FROM THIS AGREEMENT. THOSE AGREEMENTS SHOULD BE PRESENTED TO YOU AT THE TIME OF PURCHASE AND/OR ACCOUNT LOGIN, AND IT IS YOUR OBLIGATION TO REVIEW, ACCEPT AND ABIDE BY THOSE AGREEMENTS AS WELL AS THIS AGREEMENT.

Techient Web Designs reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to existing or future customers. Techient Web Designs may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Techient Web Designs' posting of any changes or modifications will constitute your acceptance of such changes or modifications.


CUSTOM WEBSITES

1. Payment. As consideration for Techient Web Designs providing the Services hereunder, Customer agrees to pay Techient Web Designs fifty percent (50%) of the design fees set forth in the order summary upon execution of this Agreement and fifty percent (50%) upon the earlier of i) 4 business days of making the site available for customer review or ii) 45 days from purchase date, regardless of Web site progression. The initial 50% fee is non refundable, unless the customer requests to cancel services within 48 hours of placing an order.
   
   2. Provision of Services. Techient Web Designs will provide Customer with the Services ordered that are described in the attached Scope of Work. Customer understands and agrees that Techient Web Designs will publish the Web site solely in accordance with the information provided by Customer in written form and telephone interview. After customer provides all information and files, Techient Web Designs will begin building the Web site. Unless otherwise indicated in the order summary, Techient Web Designs will deliver a complete Web site within 60 calendar days. This is dependent on the customer providing all necessary content within 7 business days of the sale and customer providing feedback on site progression stages within 2 business days. The Web site will be made available for Customer to view prior to hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services or part of the monthly update service (if Customer selects this service) and will be billed as such. Techient Web Designs will bill final balance upon the earlier of i) 4 business days of making the site available for customer review or ii) 45 days from purchase date, regardless of Web site progression. Techient Web Designs will attempt to contact the customer to notify that the site is completed, and ready to publish. In the event the customer does not respond within 4 business days, the site shall become "passively accepted" by the customer and Techient Web Designs will publish the site and bill the remaining amount.
   
   3. Rights to the Web Site and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, Customer owns the Web site and Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by Customer to Techient Web Designs. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Techient Web Designs, and licensed by Techient Web Designs or generally available to the public, including Customer, under published licensing terms, and that Techient Web Designs will use in the development of or to display or run a Web site. The graphics utilized from Techient Web Designs' graphics library are licensed from third-party suppliers. Techient Web Designs will provide Customer a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement. Upon written request, Techient Web Designs will deliver the Customer’s source files and database script, if applicable, at the pre-determined price indicated on the order summary. Techient Web Designs will collect 100% of the fees prior to providing the information via CD. 
   
   4. Limited License to the Background Technology. "Background Technology" means computer programming & formatting code or operating instructions developed by or for Techient Web Designs and used to create any portion of a Web site or used to operate the Web site or a Web server in connection with a Web site. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of Customer Content. Subject to the terms and conditions of this Agreement, Techient Web Designs hereby grants Customer a perpetual, nonexclusive license to copy, distribute, transmit, display, perform, create derivative works of, and otherwise use only such Background Technology that is incorporated into a Web site, in whole or in part, solely as necessary for Customer to operate, maintain, and make the Web site available in the normal course of Customer's business. Customer may not duplicate or distribute any Background Technology to any third party without the prior written consent of Techient Web Designs. All rights to the Background Technology not expressly granted to Customer hereunder are retained by Techient Web Designs. Without limiting the foregoing, Customer agrees not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
   
   5. Limited License to Content. Customer hereby grants to Techient Web Designs the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit Web site, any Customer Content, or any Customer Marks provided to Techient Web Designs hereunder, solely for the purpose of rendering Techient Web Designs' Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
   
   6. Content Standards. Customer agrees not to provide Customer Content, and Techient Web Designs will not intentionally provide to Customers any content, that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If Customer is international, then Customer agrees to comply with all applicable local and national laws. Techient Web Designs reserves the right to refuse any other subject matter it deems inappropriate.
   
   7. Support. Techient Web Designs agrees to provide reasonable technical support to Customer during Techient Web Designs' normal technical support hours. Techient Web Designs additionally agrees to provide customer service support in the form of e-mail and telephone during Techient Web Designs' normal customer support hours.
   
   8. Term and Termination. (a) This Agreement is effective as of the Effective Date and shall continue unless terminated; (b) Techient Web Designs may terminate this Agreement after five (5) days' written notice to Customer if Customer materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, Customer will pay Techient Web Designs for all Services provided to Customer by Techient Web Designs prior to termination. Sections 2, 3, 4, 5, 10, 12, and 13 will survive termination of this Agreement.
   
   9. Techient Web Designs' Warranties. Techient Web Designs warrants (a) that the Web site will conform to specifications or acceptance criteria agreed to by the parties when delivered to Customer and for a period of one (1) year thereafter (the "Warranty Period") and (b) that Techient Web Designs will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. Techient Web Designs' warranties and representations hereunder will not extend or apply to any Web site modified by any party other than Techient Web Designs'. In the event that Customer discovers an Error in the Web site during the Warranty Period, Techient Web Designs' sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to Customer to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. Techient Web Designs' warranty obligations are personal to Customer and may not be extended to any third party.
   
   10. Warranty Disclaimer. Except as expressly provided in this Agreement, the Services and Customer Web sites are provided "as is," and Techient Web Designs expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, noninfringement, merchantability, and fitness for a particular purpose. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Web sites provided by Techient Web Designs to a Customer will be deemed accepted when delivered.
   
   11. Indemnity. (a) Customer Indemnity. Customer will defend Techient Web Designs against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 13, Customer shall indemnify Techient Web Designs for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Techient Web Designs as a result of any such third-party claim, action, suit, or proceeding. (b) Techient Web Designs' Indemnity. Techient Web Designs will defend Customer against any third-party claim, action, suit, or proceeding alleging any breach of the covenants contained in Section 8. Subject to Section 13, Techient Web Designs shall indemnify Customer for all losses, damages, liabilities, and all reasonable expenses and costs incurred by Customer as a result of any such third-party claim, action, suit, or proceeding. (c) Mechanics of Indemnity. The indemnifying party's obligations are conditioned upon the indemnified party: (i) giving the indemnifying party prompt, written notice of any claim, action, suit, or proceeding for which the indemnified party is seeking indemnity; (ii) granting control of the defense and settlement to the indemnifying party; and (iii) reasonably cooperating with the indemnifying party at the indemnifying party's expense.
   
   12. Limitation of Liability. Techient Web Designs' LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO Techient Web Designs DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. Techient Web Designs SHALL NOT BE LIABLE FOR (A) ANY LOSS OF USE, LOSS OF DATA, OR INTERRUPTION OF BUSINESS OR (B) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS), REGARDLESS OF THE FORM OR ACTION, WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE, EVEN IF Techient Web Designs HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT, AND ABSENT SUCH LIMITATIONS, Techient Web Designs WOULD NOT ENTER INTO THIS AGREEMENT.
   
   13. Miscellaneous. This Agreement shall be governed solely by the laws of the State of Florida, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Florida, with sole venue in the courts located in Indian River County, and each party hereby submits to the personal jurisdiction of such Courts. Each party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information. Customer may not assign this Agreement without the prior, written permission of Techient Web Designs. Any purported assignment in violation of this will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither party may waive any right hereunder except expressly and in writing. This Agreement is the entire agreement between the parties with respect to this subject matter, and it supersedes all prior and contemporaneous discussions, negotiations, communications, and agreements with respect thereto.