MARKETING SERVICES AGREEMENT

WHEREAS, Provider is in the business of providing marketing services, including graphic design, branding, web design, search engine optimization (SEO), advertising, and video marketing services. WHEREAS, Customer wishes to retain Provider to provide the services set forth in the attached Exhibit A and any subsequent quote for services (“Quote”), as may be amended from time to time (the “Services”). NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows: 1. Services.1.1. Provider Services. Provider shall perform the Services for Customer in accordance with the terms and conditions set forth in the applicable Quote and this Agreement. Any additions or changes to the Services will only be deemed accepted and incorporated into this Agreement if it is set forth in a subsequent Quote signed by Provider and Customer. Any Quote issued by Provider to Customer after the Effective Date shall be governed by the terms and conditions of this Agreement, and shall be deemed incorporated into this Agreement upon acceptance by Customer. 2. Customer Responsibilities and Obligations.2.1. Customer Responsibilities. Customer shall comply with all federal, state, and local laws and regulations of any kind, including all laws governing fair information practices and consumers data privacy laws, including without limitation, any applicable non-solicitation laws and regulations in its use of the Services. Customer shall not use the Services and the Work Product (as defined below) in any way that (i) infringes on any third party’s copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy, (ii) violates any federal, state or local law, statute, ordinance or regulation, or (iii) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing. 2.2. Provision of Information and Personnel. Customer will appoint a representative of the Customer to serve as the primary contact with respect to this Agreement and the provision of the Services, which representative will have the authority to act on behalf of the Customer with respect to matters relating to this Agreement and the provision of the Services. Customer shall respond promptly to Provider requests for information and make available to Provider such information as is reasonably required for Provider to effectively fulfill and perform the Services, including, but not limited to, providing Provider with monthly updates on the performance of Services. Customer will promptly notify Provider if any information requested by Provider is not available. 3. Consideration; Fees and Expenses.3.1. Payment Terms. a. One-Time Projects. For one-time projects, Customer shall pay fifty percent (50%) of the total fee (the “Deposit Amount”) upfront before the commencement of any Services. The remaining fifty percent (50%) of the total project fee shall be due upon final approval of the project and prior to the delivery of any Work Product to the Customer. i. Final Project Approval: Upon completion of the project, Provider shall notify Customer that the project is ready for final approval (the “Final Approval Notice”). Customer shall have thirty (30) days from the Final Approval Notice to approval or provide specific objections to the proposed final project. ii. Automatic Approval: If Customer does not object within thirty (30) days after receipt of the Final Approval Notice, the project shall be deemed approved. The remaining balance of the total project fee shall be due within thirty (30) days after the final project is approved, whether by Customer’s express approval or by the lapse of the thirty (30) day period without response. iii. Forfeiture of Deposit Amount; Payment for Incomplete Projects: If Customer does not respond to Provider's requests within thirty (30) days for additional information which may be needed to perform the Services and/or deliver the Work Product, Customer shall forfeit the Deposit Amount and Provider will have the right to invoice the Customer for any fees and costs incurred over the Deposit Amount to date, regardless of whether the project is fully completed. b. Monthly Retainer Projects. For monthly retainer projects, the total monthly fee shall be paid in full in advance each month before the commencement of any Services or delivery of the Work Product for the month. 3.2. Payment of Invoices; Expenses. In consideration of the provision of the Services and the rights granted to Customer under this Agreement, Customer will: a. pay all properly invoiced amounts due to Provider within thirty (30) days after Customer's receipt of such invoice in accordance with the terms in Section 3.1. All fees shall be payable in U.S. Dollars. All invoices shall be paid in full and/or monthly via ACH authorization; and b. reimburse Provider for all direct and indirect expenses and costs (including but not limited to travel costs) incurred by Provider in performance of the Services under this Agreement. 3.3. Billing; Payments; Late Fees. If full payment is not made in accordance with the terms in Section 3.1, a charge equal to three percent (3%) will be added to the balance due of each outstanding invoice, not to exceed the maximum legal limit permitted by law. If any invoice becomes fifteen (15) or more days past due, all Services shall be suspended until all past due charges are paid and/or the Work Product shall not be delivered to Customer. Customer will continue to be responsible for any monthly minimum charge during any period that Services are suspended. 3.4. Invoice Disputes. Customer shall notify Provider in writing of any dispute with an invoice along with substantiating documentation within fifteen (15) days from the date of such invoice. Customer will be deemed to have accepted all invoices for which Provider does not receive timely notification of dispute and shall pay all undisputed amounts due under such invoices within the period set forth in Section 3.1. The Parties shall seek to resolve all such disputes expeditiously and in good faith. 3.5. Taxes. All fees payable by Customer under this Agreement are inclusive of all sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any governmental authority on such amounts. Customer shall be solely responsible for the payment of any sales and use taxes assessed against the sale of Customer’s goods and services. 4. Term; Termination.4.1. Term; Termination without Cause. The initial term of this Agreement commences on the Effective Date and continues for the period set forth on the applicable Quote (the “Initial Term”). After completion of the Initial Term, the Agreement will automatically renew for the same period as the Initial Term (“Renewal Term”). Customer may terminate this Agreement without cause by giving the Provider thirty (30) calendar days written notice prior to the expiration of any Initial Term or Renewal Term. 4.2. Termination for Cause. a. Customer may terminate this Agreement, effective upon written notice to Provider, if Provider materially breaches this Agreement and such breach is not cured within thirty (30) days following written notice to Provider. b. Provider may terminate this Agreement, effective upon written notice to Customer, if Customer materially breaches this Agreement and such breach is not cured within ten (10) days following written notice to Customer. 5. Intellectual Property; Ownership of Work Product.5.1. License to Customer Intellectual Property. Subject to and in accordance with the terms and conditions of this Agreement, Customer grants Provider a limited, non-exclusive, royalty-free, transferable, and non-sublicensable, worldwide license to use Customer’s Intellectual Property to the extent necessary to provide the Services to Customer. “Intellectual Property” means any and all trade secrets, trademarks, domain names, original works of authorship and related copyrights, and any other intangible property in which any person holds proprietary rights, title, interests, or protections, however arising, pursuant to the laws of the US. 5.2. Ownership of Work Product. Except as set forth in Section 5.3 (Ownership of Pre-Existing Materials), Customer is and shall be, the sole and exclusive owner of all right, title, and interest in and to all documents, work product, and other materials that are delivered to Customer hereunder by or on behalf of Provider in connection with any Quote or developed or created in the course of performing the Services, including all Intellectual Property therein, all content, advertising campaigns, and other documents specifically designed or created by Provider for Customer in performance of the Services under this Agreement (collectively, the “Work Product”). Provider acknowledges that with respect to any copyrights in any Work Product that may qualify as “work made for hire” as defined in 17 U.S.C. § 101, Customer shall own the copyrights in such Work Product as a “work made for hire” for Customer. 5.3. Ownership of Pre-Existing Materials. In the course of providing the Services, Provider will be using certain pre-existing materials consisting of documents and materials of Provider, including data, know-how, methodologies, software, and other materials, in each case developed or acquired by Provider prior to the commencement or independently of this Agreement (collectively, the “Pre-Existing Materials”). Provider and its licensors are, and shall remain, the sole and exclusive owners of all right, title, and interest in and to the Pre-Existing Materials, including all Intellectual Property therein. Provider hereby grants Customer a perpetual, limited, royalty-free, non-transferable non-sublicensable, worldwide license to use, perform, display, execute, reproduce, distribute, transmit, import, make, have made, sell, offer to sell, and otherwise exploit any Pre-Existing Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with Customer’s receipt or use of the Services and Work Product. All other rights in and to the Pre-Existing Materials are expressly reserved by Provider. 5.4. Third-Party Materials. In the course of providing the Services, Provider will be using certain third-party materials consisting of documents, data, content, or specifications of third parties, and components or software that are not proprietary to Provider (collectively, the “Third-Party Materials”). Customer shall have a limited, royalty-free, non-transferable, non-sublicensable, worldwide license to use the Third-Party Materials to the extent incorporated in, combined with or otherwise necessary for the use of the Work Product solely to the extent reasonably required in connection with Customer’s receipt or use of the Services and Work Product. Except for the limited rights and licenses expressly granted under this Agreement, nothing in this Agreement grants to Customer or any third party, any Intellectual Property rights in the Third-Party Materials, by implication, waiver, estoppel, or otherwise. 6. Provider Warranties, Indemnification and Disclaimers.6.1. Warranties. Provider hereby represents and warrants that: (i) it has qualified personnel to perform the Services in a timely and efficient manner, (ii) it will perform the Services in a competent and professional manner, consistent with generally accepted industry standards, (iii) Provider will maintain confidentiality of and will only use Confidential Information of Customer in performance of the Services under this Agreement, and (iv) in providing the Services provider will comply with all applicable laws, rules, or regulations, including consumer data privacy laws. “Confidential Information” means, in respect of a party, all data and information of a confidential nature, including know-how and trade secrets, relating to the business, the affairs and any development projects or other products or services of such party. Confidential Information may be disclosed or made available to the other party verbally, in writing, electronically or in any other recorded or tangible form. Data and information shall be considered Confidential Information if (i) the relevant party has marked them as such and (ii) the relevant party has advised the other party of their confidential nature. 6.2. NO OTHER REPRESENTATIONS OR WARRANTIES; NON-RELIANCE. EXCEPT FOR THE EXPRESS REPRESENTATIONS AND WARRANTIES CONTAINED IN THIS SECTION 6, (A) NEITHER PARTY TO THIS AGREEMENT, NOR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, HAS MADE OR MAKES ANY EXPRESS OR IMPLIED REPRESENTATION OR WARRANTY, EITHER ORAL OR WRITTEN, WHETHER ARISING BY LAW, COURSE OF DEALING, COURSE OF PERFORMANCE, USAGE, TRADE, OR OTHERWISE, ALL OF WHICH ARE EXPRESSLY DISCLAIMED, AND (B) EACH PARTY ACKNOWLEDGES THAT IT HAS NOT RELIED UPON ANY REPRESENTATION OR WARRANTY MADE BY THE OTHER PARTY, OR ANY OTHER PERSON ON SUCH PARTY’S BEHALF, EXCEPT AS SPECIFICALLY PROVIDED IN THIS SECTION 6. 6.3. No Exclusivity. Provider retains the right to perform the same or similar type of services for third parties as it provides to the Customer during the Term of this Agreement. 7. Indemnification.7.1. Customer Indemnification Obligations. Customer shall defend, indemnify, and hold harmless Provider, and its officers, directors, employees, agents, affiliates, successors, and permitted assigns (collectively, “Provider Indemnified Party”), from and against any and all losses, damages, liabilities, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including professional fees and reasonable attorneys’ fees and the cost of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers (collectively, “Losses”), that are incurred by Provider Indemnified Party arising out of or resulting from any third-party claim alleging: a. breach by Customer or its employees or subcontractors (“Personnel”) of any representation, warranty, covenant, or other obligations set forth in this Agreement; b. negligence or more culpable act or omission of Customer or its Personnel (including any recklessness or willful misconduct) in connection with the performance of its obligations under this Agreement; and c. that any Customer Intellectual Property or Provider’s receipt or use thereof in accordance with the terms of this Agreement infringes any Intellectual Property of a third party. 7.2. Indemnification Procedures. A party seeking indemnification under this Section 7 (the “Indemnified Party”) shall give the Party from whom indemnification is sought (the “Indemnifying Party”): (a) prompt notice of the relevant claim; provided, however, that failure to provide such notice shall not relieve the Indemnifying Party from its liability or obligation hereunder except to the extent of any material prejudice directly resulting from such failure; and (b) reasonable cooperation in the defense of such claim. The Indemnifying Party shall have the right to control the defense and settlement of any such claim; provided, however, that the Indemnifying Party shall not, without the prior written approval of the Indemnified Party, settle or dispose of any claims in a manner that affects the Indemnified Party’s rights or interest. The Indemnified Party shall have the right to participate in the defense at its own expense. 8. Limitation of Liability.8.1. NO LIABILITY FOR CONSEQUENTIAL OR INDIRECT DAMAGES. IN NO EVENT WILL PROVIDER BE LIABLE TO CUSTOMER FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL OR PUNITIVE DAMAGES WHATSOEVER (INCLUDING DAMAGES FOR LOSS OF USE, REVENUE OR PROFIT, BUSINESS INTERRUPTION, AND LOSS OF INFORMATION), WHETHER ARISING OUT OF BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE, REGARDLESS OF WHETHER SUCH DAMAGE WAS FORESEEABLE AND WHETHER OR NOT SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.8.2. MAXIMUM LIABILITY. PROVIDER’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING OUT OF OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), OR OTHERWISE, SHALL NOT EXCEED THREE (3) TIMES THE TOTAL OF THE AMOUNTS PAID PROVIDER BY CUSTOMER PURSUANT TO THIS AGREEMENT IN THE SIX (6) MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. 9. General Provisions.9.1. Attorneys’ Fees. If it becomes necessary for Provider to enforce this Agreement, the prevailing party shall be entitled to reimbursement from the non-prevailing party for its reasonable attorney’s fees and costs, including appellate proceedings and any costs incurred to collect any amount due under this Agreement. 9.2. Relationship Between Parties. Provider will act as an independent contractor under the terms of this Agreement and to perform specific Services. Provider shall retain the power and authority to supervise and control performance of the Services by Provider’s employees, including the power to discipline, hire and fire Provider’s employees. Nothing in this Agreement shall be construed to (a) give either Party the power to direct or control the daily activities of the other Party, or (b) constitute the parties as employer and employee, franchisor and franchisee, licensor and licensee/sublicensor, partners, joint venturers, co-owners or otherwise as participants in a joint undertaking. Provider recognizes that the needs of Customer may change over the course of this Agreement, and will accommodate such changing needs with modification of the specified Services by mutual agreement based on an equitable shift in work effort. 9.3. Integration and Severability. This Agreement and any exhibits and applicable Quotes thereto constitutes the entire agreement between Customer and Provider and govern Customers’ use of the Services, superseding any prior agreements between Customer and Provider (including, but not limited to, any prior versions of this Agreement) pertaining to the Services. If any provision of this Agreement or incorporated documents is found by a court of competent jurisdiction to be invalid, the parties nevertheless agree that the court should endeavor to give effect to the parties’ intentions as reflected in the provision, and the other provisions of this Agreement remain in full force and effect. 9.4. Waiver; Modifications. No waiver by either party of any breach by the other party of any of the provisions of this Agreement shall be deemed a waiver of any preceding or succeeding breach of the same or any other provision hereof. No such waiver shall be effective unless in writing and then only to the extent expressly set forth in writing. No modifications of this Agreement shall be effective unless in writing and signed by both parties. 9.5. Survival. The following sections shall survive expiration or termination of the Agreement and shall continue in full force and effect until fully satisfied: Section 5 (Intellectual Property), Section 7 (Indemnification), Section 8 (Limitation of Liability) and Section 9 (Miscellaneous). 9.6. Governing Law. This Agreement and all related documents, and all matters arising out of or relating to this Agreement, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of Minnesota, United States of America, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of Minnesota. 9.7. Choice of Forum. Neither Party shall commence any action, litigation, or proceeding of any kind whatsoever against the other Party in any way arising from or relating to this Agreement, in any forum other than the courts of the State of Minnesota sitting in Hennepin County, and any appellate court thereof. Each Party irrevocably and unconditionally submits to the exclusive jurisdiction of such courts and agrees to bring any such action, litigation, or proceeding only in the courts of the State of Minnesota sitting in Minnesota. A final judgment in any such action, litigation, or proceeding is conclusive and may be enforced in other jurisdictions by suit on the judgment or in any other manner provided by law. 9.8. Force Majeure. No party shall be liable for any delay or failure in its performance of any of the acts required by this Agreement due to a Force Majeure. The time for performance of any act delayed by such causes shall be postponed for a period equal to the delay; provided, however, that the party so affected shall give prompt written notice to the other party of such delay. The party so affected, however, shall use its best efforts to avoid or remove such causes of nonperformance and to complete performance of the act delayed, whenever such causes are removed. The term “Force Majeure,” as used in this Agreement, means any cause that is not reasonably within the control of the Party claiming Force Majeure and/or whose performance is prevented by Force Majeure, including but not limited to an act of God, act of public enemy, war, military action, terrorism, embargo, lightening, fire, storm, flood, earthquake, tornado, hurricane, unusually severe weather, explosions, riot, epidemics, pandemics, quarantine, endemics, strikes, labor disputes, governmental action, law, regulation decree or implementation of any order of any governmental or other authority having jurisdiction, failure of technical facilities, failure or delay of transportation facilities or other cause of a similar or different nature not reasonably within the Parties’ respective control. 9.9. Cumulative Remedies. Except as set forth in Section 7 (Indemnification), all rights and remedies provided in this Agreement are cumulative and not exclusive, and the exercise by either Party of any right or remedy does not preclude the exercise of any other rights or remedies that may now or subsequently be available at law, in equity, by statute, in any other agreement between the Parties or otherwise. 9.10. Assignment. Customer may not assign or transfer this Agreement or any rights or obligations under this Agreement without the prior written consent of Provider, which shall not be unreasonably withheld. No assignment shall relieve the assigning party of any of its obligations hereunder. Any attempted assignment, transfer, or other conveyance in violation of the foregoing shall be null and void. This Agreement shall be binding upon and shall inure to the benefit of the Parties hereto and their respective successors and permitted assigns. 9.11. No Third-Party Beneficiaries. This Agreement benefits solely the Parties to this Agreement and their respective permitted successors and assigns, and nothing in this Agreement, express or implied, confers on any other person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 9.12. Notices. All notices and other communications hereunder (including, for example, requests, consents, claims, demands, and waivers) shall be in writing and addressed to the parties at the addresses set forth on the first page of this Agreement (or to such other address that may be designated by the receiving party from time to time in accordance with this section). All notices shall be delivered by personal delivery, nationally recognized overnight courier (with all fees pre-paid), or e-mail (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage prepaid). Except as otherwise provided in this Agreement, a notice is effective only (a) upon receipt by the receiving party, and (b) if the party giving the notice has complied with the requirements of this Section 9.12. 9.13. Counterparts. This Agreement may be executed either manually or electronically in several original counterparts each of which and all together will constitute this Agreement in its entirety. A counterpart of this Agreement or any amendment thereto executed by a party and delivered to the other party via email will be construed as a legally binding signature.

Updated: Friday October 18th, 2024

Preface: We will always do our best to fulfill your needs and meet your goals, but sometimes it is best to have a few simple things written down so that we both know what is what, who should do what, and what happens if things go wrong.* In this service agreement you won't find complicated legal terms or large passages of unreadable text. We have no desire to trick you into agreeing with something that you might later regret. We do want what's best for the safety of both parties, now and in the future. Please note, however, that this agreement is subject to change.** What do both parties agree to do? As our customer, you have the power and ability to enter into this contract/service agreement on behalf of you, your company, or organization. You agree to provide us with everything that we need to complete the project including text, images and other information as and when we need it, and in the format that we ask for. You agree to review our work, provide feedback and sign off approval in a timely manner too. Dead­lines work two ways and you will also be bound by any dates that we set together. You also agree to stick to any payment schedule set out in a stated agreement (through documents or email). We have the ability to perform the services you need from us and we will carry them out in a professional and timely manner. Along the way, we will endeavor to meet all the deadlines set but we can't be responsible for a missed launch date or a deadline, especially if you have been late in supplying materials or have not approved or signed off our work on ­time at any stage. On top of this we will also maintain the confidentiality of any information that you give us. Details of the work regarding website design: Regarding website design, will create a design for the look and feel, layout and functionality of your website. This includes the one main design and the code used to bring your design to life on the web. If the project includes XHTML or HTML markup and CSS templates, we will develop these using valid HTML5 markup and CSS3 for styling. We will test all our sites in current versions of major browsers including those made by Apple, Microsoft, and Google. We will also test to ensure that pages will display visually in a similar, albeit not necessarily an identical way, in Microsoft Internet Explorer 10 for Windows. We will not test these templates in old or abandoned browsers, for example Microsoft Internet Explorer 5, 5.5, 6, 7, 8, or 9 for Windows or Mac, previous versions of Apple Safari, Mozilla Firefox or Opera unless otherwise specified. Changes and revisions: Estimated/quoted prices given are based on the number of hours that we estimated, plus value. However, we don't want to limit either your options or your opportunities to change your mind. If you do change your mind after the a project has been approved and completed, decide to add extra pages or templates or even add new functionality, we would be glad to help. However, you will be charged at a predetermined rate. Along the way we might ask you to put requests in writing (or through email) so we can keep track of changes or email chains will be used to show requested additions to your website. Technical support regarding Hosting: We are not a website hosting company and so we do not offer direct technical support for website hosting, email, or other services relating to website hosting. If you have our maintenance package and host your website on our professional servers, we will work with our hosting company to try to resolve issues that may arise with the hosting of your website. You may already have professional website hosting, you might even manage that hosting in-­house; and that is fine if that's the case. However, if you choose to go with a hosting company outside of our selection, you forfeit the use of our Content Management System, which works together with our hosting provider. Additionally, if the website you need transferred uses the WordPress CMS, a transferring fee will be required. Search Engine Optimization, Search Engine Marketing, Pay Per Click Advertising: Search Engine Optimization (SEO), Search Engine Marketing (SEM) and Pay-Per-Click (PPC) Management. If you are utilizing Integrated Marketing+Design's SEM and/or PPC services, we will attempt to position your designated website(s) among the Sponsor Results on Search Engine(s) and/or Search Engine Network(s) you selected within 10 business days of starting your monthly management fee contingent upon your designated website(s) passing the Quality Standards Review(s) imposed by the selected Search Engine(s) such as Google, Bing and/or Yahoo. Those reviews consider, but are not limited to: Relevancy; Popularity; Content; Pop Ups; Local Relevance. Search engine placement selections involve keyword searches, and such searches are subject to availability and Integrated Marketing+Design approval. Further, you understand that the availability of search terms and website placement are affected by market conditions and as a result may change from time to time. In the event the costs incurred by Integrated Marketing+Design to maintain your current position increases substantially, Changes in SEM/PPC Service fees shall appear during the billing cycle immediately following the cycle in which the fees change. You understand and agree that the Quality Standards Review(s) and alliances between independent search engines and the Yahoo! Search Network, Bing and Google search engines are not under Integrated Marketing+Design's control. All Search Engine Marketing and Pay-Per-Click Management Services do not guarantee advertising position, ranking, placement, clicks, traffic, conversions or sales. Integrated Marketing+Design will maintain your ads to remain online until your monthly budget has been exhausted or is near exhaustion. Legal: We can't guarantee that the functions contained in any web page, web page templates, a completed web-site, SEM/PPC advertisement/account, or our hosting will always be error ­free and so we can't be liable to you or any third party for damages, including lost profits, lost data, stolen data, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate the web site, other web pages, or services even if you have advised us of the possibilities of such damages. This also includes websites affected by malware or hacking. 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. You agree that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Website or Hosting to display and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, any harassing and harmful material or uses, any illegal activity, or material advocating illegal activity, and any infringement of privacy or libel. You agree to indemnify and hold harmless Integrated Marketing+Design from any claim resulting from the publication of material or use of those materials. You agree to indemnify and hold harmless Integrated Marketing+Design in any claim resulting from the submission of illegal materials. You hereby acknowledge and agree that the Services may be inaccessible for a period or periods of time for purposes of maintenance, installation, update implementation, replacements, back-up or modification. Integrated Marketing+Design hereby disclaims, and you hereby waive, any and all responsibility of Integrated Marketing+Design resulting from Integrated Marketing+Design's inability or failure to provide services during such downtime. If Integrated Marketing+Design shall acquire an Internet Domain Name on behalf of the Client, then in such case Client hereby waives any and all claims which it may have against Integrated Marketing+Design, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on­line or offline network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by Integrated Marketing+Design for any reason. Under no circumstances, including negligence, shall Integrated Marketing+Design, its offices, agents or anyone else involved in creating, producing or distributing it's services, be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use CLIENT'S services; or that results from mistakes, omissions, interruptions, deletion or loss 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 Integrated Marketing+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 Integrated Marketing+Design's services. Notwithstanding the above, CLIENT 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 which Client paid during the term of this CONTRACT and any reasonable attorney's fee and court costs. Indemnification: CLIENT agrees that it shall defend, indemnify, save and hold Integrated Marketing+Design harmless from any and all demands, liabilities, losses, privacy issues, costs and claims, including reasonable attorney's fees, (Liabilities) asserted against Integrated Marketing+Design, 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 CLIENT, its agents, employee or assigns. CLIENT agrees to defend, indemnify and hold harmless Integrated Marketing+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 Integrated Marketing+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 in the Web Design or marketing services. 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 Integrated Marketing+Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the CLIENT'S use of Internet electronic commerce. Copyrights: You guarantee to us that any elements of text, graphics, photos, designs, trademarks, or other artwork that you provide us for inclusion in the web site are either owned by you, created by you, or that you have permission to use them. When we receive your payment, copyright is automatically assigned as follows: You own the graphics and other visual elements that we create for you for this project. You also own text content, photographs and other data you provided, unless someone else owns them. We own the HTML, XHTML markup, CSS, PHP, and other code and we license it to you for use on only this project. Additionally, we love to show off our work and share what we have learned with other people, so we also reserve the right to display and link to your completed project as part of our portfolio and to write about the project on web sites, social media, in magazine articles, in books about web design, etc... Payments: We are sure you understand how important it is as a small business that you are prompt in your payments. We require a 50% down payment on all design projects (non-refundable) to start and the remaining balance due in full at the time of completion and prior to the release of any work or launch of any website. For any SEO, SEM or PPC campaign, the total amount is due in full at the beginning of each month. If you choose to cancel any project or campaign partway through, no refunds will be provided. If there is a failure to pay by the date stated on the invoice, your project deadline may be delayed and/or your services will be removed until payment is made. At that point, a reactivation fee will be charged to reestablish your services. If you neglect to respond to our outreach on a given project within 30 days, failure to do so will automatically require you to pay your balance in full and additional fees may also apply in addition to the originally quoted price. Quotes are only valid for 30 days. If paying for services by credit card, a 3.5% processing fee will included onto your total balance. To remove these fees you have the option to pay by cash, check or ACH. Maintenance: Our maintenance and support packages depend on which one the client have signed up for (if any). If the client desires significant changes to their website (adding pages, changing the design of the website, developing new contact forms, changing menu structure, designing new graphics, etc) we' be glad to help! However, the client will be charged at a predetermined rate for these changes. Ending Services: CLIENT can choose to end services from Integrated Marketing+Design with no penalty. At that point, the agreement is completed and all services end. At any time, Integrated Marketing+Design can also choose to end services with CLIENT with no penalty. In the event of any cancellation, Integrated Marketing+Design owns the rights to the design, code, and the content described above. Equal Employment Opportunity: Integrated Marketing+Design is committed to providing a work environment that is free from discrimination and harassment in any form. It is our policy to comply with all applicable laws that provide equal opportunity in employment for all persons, and to prohibit discrimination in employment, in each country where we operate. As a critical part of our culture of respect, we strictly prohibit any discrimination or harassment based on, gender, age, race, color, religion, sexual orientation, gender identity, mental or physical disability, ancestry, pregnancy, national origin, and any other status protected by law. We are an Equal Employment/Affirmative Action employer. We do not discriminate in hiring on the basis of sex, gender identity, sexual orientation, race, color, religious creed, national origin, physical or mental disability, protected veteran status, or any other characteristic protected by federal, state, or local law. *Any payment (including downpayment, monthly payment and/or final payment) indicates client agrees to the terms of this service agreement.**Integrated Marketing+Design Service Agreement may be changed or modified at any time.