Terms of Agreement

1. Authorization
The above named client is engaging Vaunt Web Solutions, a sole proprietor, as an independent contractor for the specific purpose of developing and/or redesigning a website. Hereafter, the client will be known as the "Client" and Vaunt Web Solutions will be known as the "Developer."

2. Standard Hosting Service
It is agreed that Client’s website will be hosted by the Developer for the monthly amount stated above, paid annually on December 15th. Please note: If an alternate host is used, the Client agrees to pay all costs for Developer’s work to reroute the website in the event of host failure, billed at $50/hr, with a two hour minimum. Any clients that fail to pay by December 15th will incur interest. Failure to pay by January 15th will result in the client’s website(s) being disabled. Re-enabling a website will incur a prepaid $100 re-instatement fee.

3. Domain Registration
The Developer will secure a domain name per the choices listed above. All charges incurred in doing so will be billed to the Client as listed above. If the Client already possesses a domain name the Developer will transfer the domain name for a fee, listed above, which includes a one-year renewal. Additionally, the Developer will coordinate redirecting the nameservers of the Client’s current domain name to the Developer’s hosting server(s). If the client desires to maintain his/her own domain name account he/she will be responsible for renewing the domain(s) and redirecting nameservers.

4. Training Including Email
Initial email setup on the hosting server and written instructions on how to set up Outlook Express and WebMail will be provided by the Developer, free of charge, upon completion of the website. After the “Sign-Off” of the website, any assistance to the Client's designated representatives regarding management of the Client's web site will be charged at a rate of $50 per hour. Current e-mail clients supported by the Developer include Microsoft Outlook Express.

5. Base Package
This agreement contemplates standard branding web pages with a background, layout, text, Client-provided graphics, one PHP form and any necessary Developer owned or free license JavaScript included. All website content must be delivered by the Client via electronic methods (via email or on CD). Any non-electronic content, such as hard copy documents or photos to scan will be done at a fee of $50/hour over and above the quoted price of the website. Any additional items needed, such as cgi programming, logo creation, a database, etc., will be estimated in writing by the Developer, and signed off on by the Client before being incorporated.

6. Photo Sessions
For Clients in or around Macomb, MI, the Developer will, at the request of the Client, visit the Client's place of business and capture digital images for inclusion on the Client's web site. If this occurs, a preset price of $50/hour will be agreed upon before photographing. Photographic retouching of these images is included in this agreement. If photographic capture is necessary and the Client's place of business resides outside Macomb, travel reimbursement may be necessary, or the Client may choose to capture the photographs independently.

7. E-commerce
This contract contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site the Developer reserves the right to choose the software. The charges for the shopping cart will be listed below as an addition to the base price of this agreement. A merchant account for the acceptance of credit cards is the sole responsibility of the Client. The Developer will integrate the Client’s merchant account into the shopping cart.

8. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence work on any website over 4 pages. For websites 4 pages and under the full contract price is due at contract signing. All website content must be delivered to the Developer within 15 days of receiving the Client’s deposit/payment. Once all content is delivered the Developer will provide the Client with a written estimated date of completion. Please note that the Developer has many projects ongoing simultaneously, therefore if all materials are not received within 15 days the Client’s project may be assigned a completion date much farther in the future than anticipated, as ongoing projects and other new projects will be given higher priority. Upon completion of the web site the Sign-Off sheet will be signed by both parties and an invoice will be sent to the Client requesting final payment of the remaining 50% balance plus any additional charges incurred, due within 10 business days. If payment is not made within 30 days of notification the website will be disabled until payment is made, along with a $100 re-instatement fee.

9. Client Amends
Developer prides itself in providing excellent customer service. That is the spirit of our agreement and the spirit of the Developer's business. To that end, we encourage input from the Client during the design process. The Developer 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 amount, for free. 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, which will incur a charge of $125. 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 ecommerce enabled site has been selected by the Client.

10. Sign-Off Of Completed Website
Once the Client’s website is completed the Client will sign the attached Completion Sheet, agreeing that the website is complete. Any work on the website by the Developer after the Sign-Off will be charged at $50/hr in ½ hour increments.

11. Site Maintenance
All site maintenance requests must be received in writing via email from a designated representative of the Client, on the Client’s letterhead or from the Client’s email address. The Developer charges $50/hour, in ½ hour increments, for all maintenance tasks over 5 minutes. Any in-person meetings between the Developer and Client to discuss website changes will be billed at the Developer’s rate of $50/hour. Prior to any non-gratis maintenance requests being performed the Developer will present the Client with an emailed estimate of the cost of the change and the expected completion date. Note that most maintenance issues take only minutes to change and the Developer strives to make all small changes within 2 business days and free of charge.

12. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, that if this option is selected and 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 a rate of $50/hr, with a 1 hour minimum.

13. Search Engine Registration
The Developer will optimize the Clients web site with appropriate titles, keywords, descriptions and text and thereafter submit the Client's web site to each of the major search engines and directories including Yahoo, Google, MSN, DMOZ, etc. Note, however, that any costs associated with paid listings will be billed to the Client. The Developer will not enter into any paid listing agreements without the written permission of the Client. The Developer also offers advanced search engine optimization and site promotion services based on the Client’s market niche. If advanced search engine optimization and site promotion services are desired the fee will be listed above. The Developer encourages all commercial Clients to obtain advanced Search Engine Optimization and Site Promotion services.

14. Copyrights and Trademarks
The Client represents to the Developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Developer 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 the Developer and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

15. Limited Liability
Author 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 the Developer. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, 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 the Developer from any claim resulting from the Client's publication of material or use of those materials. It is also understood that the Developer will not publish information over the Internet which may be used by another party to harm another. The Developer will also not develop a pornography web site for the Client. The Developer reserves the right to determine what is and is not pornography.

16. 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, its’ subcontractors, 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 the Client, its agents, employee or assigns. Client also agrees to defend, indemnify and hold harmless the Developer 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.

17. 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 the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's use of Internet electronic commerce. Author also understands that the Developer cannot provide legal advice.

18. Copyright / Ownership to Web Pages and Graphics
Copyright to the Client provided content shall be vested with the Client while copyright to any source code, search engine optimization, customized programming and design rests with the Developer. Developer copyrighted items may be used on the Client’s website as long as the Client remains in a working relationship with the Developer. Developer copyrighted items may not be used outside of this current website in the current working relationship without the Developer’s permission.

19. Design Credit
Client agrees that the Developer may put a byline on the bottom of each page of the website establishing design and development credit. Client also agrees that the web site created for the Client may be included in the Developer's portfolio.

20. Nondisclosure
The Developer, its employees and subcontractors, agree that, except as directed by the Client, it 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 the Developer to another party.

22. Cancellation
Cancellation of the project at the request of the Client must be made in writing. In the event that work is postponed or canceled at the request of the Client in writing, the Developer shall have the right retain the original 50% deposit or full payment. In the event this amount is not sufficient to cover the Developer for time ($50 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 to stop work. There are no refunds of any hosting fees paid annually. 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 Michigan.