Website Development, SEO, MAS, and Design Terms and Conditions Click to get more information on our packages: http://www.youtube.com/watch?v=DKQ5Ks_M9lo Compliments International LLC, CI Web Group Website Design & Maintenance Agreement Contract Terms and Conditions & SLA – Service Level Agreement Compliments International LLC, CI Web Group Website Design & Maintenance Agreement Contract Terms and Conditions & SLA – Service Level Agreement Design: CI provides design hours, prototypes and changes vary by product type. Please review the Web Design Options and Services Chart for specifics. Development: CI Web Group leverages open source technology for development of the core website and integrated technologies. The website will be developed using MySQL, PHP, Global CSS, HTML, Java, JQueary and will be on a LAMP platform. The core CMS will be WordPress and we will leverage the WP Theme Network to ensure you are taking advantage of one of the most robust CMS platforms in the world. WP has one of the largest developer bases, theme bases, networks, language base and plugin base in the world. We do not recommend ever spending your investment to have a piece of technology developed from scratch, when the open source enviornment allows you to take advantage of 100’s of thousands of hours of development time from networks of coders around the world This allows us to develop on the backbone of others, leveraging the WP Core philophsy of hooks, actions and filters. Help Desk / Ticket System: Clients understand that the Compliments Ticket System is designed for urgent break fix assistance. A break fix is where something on your website is broken or not functioning properly. Managed Accounts (MAS) also has the ability to utilize the ticket system for basic support, CSS and HTML change requests (non-urgent issues). http://tickets.complimentsinternational.com/customer.pl NOTE: Only available with Maintenance & Hosting Program ($99.99) Consulting: A specific number of hours are included in your purchase of a website or managed marketing service. Any additional hours for Web Design, Development, SEO, Project Management, Additional Training or Business Consulting can be purchased online http://www.ciwebgroup.com/services/design-and-developer-services/ 3rd Party Performance Stats: Website performance stats are always provided via 3rd party sources such as Alexa, HubSpot and Google. Internet marketing packages and managed account services are highly recommended to achieve increased results for SEO, marketing, traffic, conversions, and overall performance. http://www.ciwebgroup.com/services/ NOTE: Only available with Maintenance & Hosting Program ($99.99) Right to Remove: Compliments International, LLC reserves the right to remove any or all websites for inappropriate content , illegal activity, violation of contract terms, company policies, or non-payment. Client is still responsible for the balance of the contractual agreement for website installment plans, marketing contracts and maintenance. Website Hosting & Maintenance: The client will host the website with Compliments International. However, if client determines that Compliments International hosting services does not provide satisfactory up time, performance or support per SLA (Service Level Agreement), client has the right to transfer site to another hosting service and Compliments International agrees that it will assist in transition. The client understands that the website requires maintenance, including upgrades, database optimization, security management, code modifications to meet search engine changes and additional updates. In order to receive the necessary maintenance required to ensure the client website continues to be functional and efficient, the client understands that hosting must be provided by Compliments International, LLC. Compliments International reserves the right to cease hosting of the website at any time with 90 days notice and will assist in the transition to a new service provider. Compliments will provide 90 days notice upon the decision to no longer host your website unless the reason is for non-payment which will result in 30 days notice. Compliments understands that there are other development and hosting organizations that are knowledgeable in development platform, programming language and CMS that is being used on this project. NOTE: Does not apply to clients who waive all Hosting, Maintenance, Training and Support Programs with initial purchase/agreement. Should a client choose to wave the hosting and maintenance program, there will be a 50% up-charge to their development fees. Additional exclusions apply. Customer Acknowledgements – Customer understands, acknowledges and agrees that: CI Web Group has no control over the policies of search engines or directories with respect to the type of sites and/or content that they accept now or in the future. Customer's web site(s) may be excluded from any search engine or directory at any time at the sole discretion of the search engine or directory entity. CI Web Group will resubmit those pages that have been dropped from the index. Some search engines and directories may take as long as two (2) to four (4) months, and in some cases longer, after submission to list Customer's web site(s). Occasionally, search engines and directories will stop accepting submissions for an indefinite period of time. Occasionally, search engines and directories will drop listings for no apparent or predictable reason. Often, listings will "reappear" without any additional submissions. Should the listing not reappear, CI Web Group will re-submit the web site(s) based on the current policies of the search engine or directory in question. Some search engines and directories offer expedited listing services for a fee. CI Web Group encourages Customer to take advantage of these expedited services. Customer is responsible for all expedited service fees. It can take months for backlinks to be indexed and recorded. Web Site Changes – CI Web Group is not responsible for changes made to Customer's web site(s) by other parties that adversely affect the search engine or directory rankings of Customer's web site(s). Indemnification – Customer shall indemnify and hold harmless CI Web Group (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys' fees and all related costs and expenses) incurred by CI Web Group as a result of any claim, judgment, or adjudication against CI Web Group related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to CI Web Group (the "Customer Content"), or (b) a claim that CI Web Group's use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, CI Web Group must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations. Disclaimer of All Other Warranties – CI Web Group DOES NOT WARRANT THAT THE SEO SERVICES WILL MEET THE CUSTOMER'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, CI Web Group PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. 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. Limited Liability – IN NO EVENT SHALL CI Web Group BE LIABLE TO CUSTOMER FOR ANY INDIRECT, SPECIAL, EXEMPLARY OR CONSEQUENTIAL DAMAGES, INCLUDING ANY IMPLIED WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR IMPLIED WARRANTIES ARISING FROM COURSE OF DEALING OR COURSE OF PERFORMANCE, LOST PROFITS, WHETHER OR NOT FORESEEABLE OR ALLEGED TO BE BASED ON BREACH OF WARRANTY, CONTRACT, NEGLIGENCE OR STRICT LIABILITY, ARISING UNDER THIS AGREEMENT, LOSS OF DATA, OR ANY PERFORMANCE UNDER THIS AGREEMENT, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES AND NOTWITHSTANDING THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY PROVIDED HEREIN. THERE SHALL BE NO REFUNDS. CI Web Group MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY THIRD PARTY PRODUCTS, THIRD PARTY CONTENT OR ANY SOFTWARE, EQUIPMENT, OR HARDWARE OBTAINED FROM THIRD PARTIES. Customer Representations – Customer makes the following representations and warranties for the benefit of CI Web Group: Customer represents to CI Web Group and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to CI Web Group are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend CI Web Group and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to CI Web Group for inclusion on the website above are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend CI Web Group and its subcontractors from any liability or suit arising from the use of such elements. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend CI Web Group and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer's exercise of Internet electronic commerce. Confidentiality – The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, CI Web Group and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date. Force Majeure – Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event. Relationship of Parties – CI Web Group, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, or otherwise, to perform any obligation of CI Web Group, whether by regulation or contract. In no way is CI Web Group to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding. No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision. Disputes – Customer and CI Web Group agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Sussex County, Delaware and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Delaware sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Texas, Dallas County or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court. Severability – If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement. Website Ownership: In order to keep our fees low, the client understands that during the initial 2 years of the agreement, they are effectively leasing the website from Compliments International, LLC. After 2 years, the client can purchase their website for 50% of the initial 1 time development costs and move hosting to any Web hosting provider you choose. CI will provide a tar file and assist in migration. Before two years, client can purchase the site for 50% of your initial development cost and receive Tar file if relationship is terminated by either party and is responsible for migration or can pay an additional $500 migration fee. This includes source code, graphics, and associated databases. This does not include Compliments LLC proprietary custom code. NOTE: Does not apply to clients who waive all Hosting, Maintenance, Training and Support Programs with initial purchase/agreement. Should a client choose to wave the hosting and maintenance program, there will be a 50% up-charge to their development fees. Additional exclusions apply. NOTE: The Build your Own Website is on a Lease ONLY. Client has no ownership rights to the physical website or database. Website cannot be moved, transferred or hosted on with another provider. The CI Hosting and Maintenance program must be active and current at all times.. Email Hosting: The Client has the right to host email at the company of their choice – Compliments International, LLC will point MX Records as requested. Should the client choose to host email with Compliments International, LLC, they will be responsible for setting up their email accounts using our online Email Management System webmail.ciwebgroup.com. All email assistance must be managed through our phone support system – 877-839-1122 Extension 8. Rights: Rights to photos, graphics, source code, work-up files, and computer programs remain the property of their respective owners, the client. Client provided data, content and graphics remains the property of the client at all times. The code created by Compliments International is proprietary and remains the property of Compliments International. Clients or third parties do not have direct file system access. Updates and Changes: Minor updates and changes (not requiring custom coding) may be provided after go live. See Website Design Options and Services chart for details - Varies by product type. Should post go live updates and changes be included in your website package, completion of these minor changes may take up to 20 business days depending on the level of complexity. Clients are responsible for all on page changes and updates that can be managed through their CMS (Content Management System). Should a client need additional assistance with Design, Coding, SEO, Training or Business Consulting they can purchase consulting hours online at http://www.ciwebgroup.com/services/design-and-developer-services/ Custom coding is defined as PHP, MySQL, Jquery, JavaScript, Pear, C++, RubyonRails, SQL, Java. Design layer includes basic HTML and Stylesheet (CSS – Cascading Style Sheet) changes. Copyrights and Trademarks: The content of the web pages will be supplied by the client. All content changes and additions, unless otherwise stated must be made by the Client through the CMS (Content Management System). The client represents to Compliments International, LLC and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Compliments International, LLC 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 Compliments International, LLC and its subcontractors from any claim or suit arising from the use of such elements furnished by the client. Custom Development: Any custom developed applications or modules purchased by the client and developed for Client shall be considered works for Hire and client shall own rights to applications or modules. Client Supplied Website Content: If the client does not supply Compliments International complete text and graphics content for all web pages contracted for within eight weeks of the date this contract was signed, the entire amount of the contract becomes due and payable. The project start date, milestones, tasks and associated go live date will all be moved to the end of the production pipeline and all dates will be modified to the next earliest time in the Compliments International production schedule. Portfolio: Compliments International, LLC and its subcontractors retain the right to display graphics, links, articles and other Web design elements as examples of their work in their respective portfolios. Confidentiality: Compliments pricing, solutions, contract and contract terms are strictly confidential and may not be shared with anyone other than the Client and Compliments International. By signing this agreement you agree that you have reviewed and agree to all package solutions, recommendations, terms, conditions and payment terms. Early Cancellation: Early cancellation of your website does not waive balances due. Once the project has started (project started means that a project plan has been created in compliments.basecamphq.com) should the client cancel prior to the 2 year maintenance and hosting agreement, the balance of development, design and maintenance fees will be due in full. Client will receive a complete TAR file of the website at the time of cancellation and the project will be updated to be 100% complete. Full payment is due to complete the contractual obligations. Performance Legalities: Client acknowledges that Compliments International has made no claims of website performance expectations. Client has been advised of recommendations to increase performance through a Managed Marketing Plan or other SEO Services. Performance will be based on the SEO ABC's - A = Architecture, B = Back Links and C = Content. Investing time and or money into these areas is critical to your success online. Recommended Reading – 1) www.ciwebgroup.com/docs/seo-abcs 2) www.ciwebgroup.com/docs/seo-takes-time 3) http://www.ciwebgroup.com/seo-abcs/ NOTE: Should client choose to host and maintain their website outside of the CI Maintenance and Hosting program, CI Web Group is not takes no responsibility for the sites functionality, performance or capabilities after post go live quality audit is complete. No support will be provided without the purchase of developer, design, SEO, Training, Consulting or Project Management Hours for consulting time and work needed. Without proper maintenance, the site will deteriorate. Legal: Compliments International 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 Compliments International 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 Compliments International has been advised of the possibility of such damages. Laws Effecting 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 Compliments International. LLC and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce. Payment of fees. Scheduled payments must be made promptly. Delinquent bills will be assessed a $25 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 2% penalty will be added for each month of delinquency. Compliments International reserves the right to remove websites 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. Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Texas, Dallas County. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Texas, Dallas County including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it. Agreement Binding on Successors – The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns. Sole Agreement. The agreement contained in this "Services Contract" constitutes the sole agreement between Compliments International, LLC and the client. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for twenty four (24) months after both parties sign this contract. Continued services after that time may require a new agreement. This agreement becomes effective only when signed by Compliments International, LLC. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue and arbitration or any legal actions, this contract was entered into in Dallas , Texas, and any dispute will be litigated or arbitrated in Dallas  TX in the county of Dallas. These Terms and Conditions are subject to change without notice from time to time in our sole discretion. Company Dissolvement. In the case of dissolvement of Compliments International, all clients will be provided a TAR file with their completed work. If client submits a request they can place escrow at their cost. Read and Understood – Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions. The most current terms and conditions can be found at http://www.ciwebgroup.com/tc/  

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