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Custom Programming/Services Agreement

"Access Terms and Conditions"

This agreement (the "Agreement") represents the complete agreement and understanding between Equitable Business Inc. and the Subscriber/Developer (the "Subscriber") and supersedes any other written or oral agreement. Equitable Business Inc. reserves the right to, without prior notice, modify these terms and conditions, amplify them, and/or modify the prices as well as discontinue or change services offered.

Payment constitutes your approval and acceptance of these terms. If you do not agree to these terms and conditions, please notify us at email@foxdigital.com.

Equitable Business Inc. exercises no control whatsoever over the content of the information passing through the server. Equitable Business Inc. makes no warranties of any kind, whether expressed or implied, for the service it is providing. Equitable Business Inc. also disclaims any warranty of merchantability or fitness for a particular purpose. Equitable Business Inc. will not be responsible for damages the party may suffers. This includes loss of data resulting from delays, non-deliveries, misdeliveries, or service interruptions caused by its own negligence, subscriber's errors or omissions, or due to the fault of third parties.

Subscriber may not tamper with other accounts, or commit unauthorized intrusion into any part of Equitable Business Inc. systems they provide, or use any machines, files or accounts or intrude without authorization into any other system. Subscriber may not use Equitable Business Inc. services not included in subscriber's account, nor may subscriber devise ways to circumvent security in order to access services subscriber is not paying for. Subscriber may not use the system in a manner that encumbers disk space, processors or other system resources beyond those allowed by the specified type of account. Subscriber may not send unsolicited mass mailings or unsolicited subscriptions.

ACCEPTANCE OF DELIVERABLES: – Client shall execute a written approval (including email) upon completion of each of the deliverables identified in the System Specifications. Equitable Business Inc. shall rely on such written approval as Client's acceptance of such deliverable, including, but not limiting to, acceptance of its design, content, layout, color, format, navigation, and functionality. Any modifications to the deliverable(s) after execution of the written approval by Client shall be subjected to additional billing based on rates offered by Equitable Business Inc..

CLIENT RESPONSIBILITIES: – Client recognizes that the development project under consideration is an iterative and client-approval based effort and hence the timelines of delivery are not solely in the hands of Equitable Business Inc. Therefore client agrees to perform all tasks assigned to Client as set forth in this Agreement and the related System Specifications, and to provide all assistance and cooperation to Equitable Business Inc. in order to complete the shopping cart/website/SEO/Project timely and efficiently. The client undertakes to provide approvals and feedback within 3 working days of receiving project modules, pages, designs, content, key-phrases list for SEO, applications' access and other related information from the Equitable Business Inc. in written email form. Equitable Business Inc. shall not be deemed in breach of this Agreement, the System Specifications or any milestone in the event Equitable Business Inc. failure to meet its responsibilities and time schedules is caused by Client’s failure to meet (or delay in) its responsibilities and time schedules set forth in the System Specifications or this Agreement. Client shall be responsible for making, at its own expense, any changes or additions to Client’s current systems, software, and hardware that may be required to support operation of the Web Site. Unless otherwise agreed with Equitable Business Inc. or reflected in a Change Order, Client shall be responsible for initially populating and then maintaining any databases on the Web Site as well as providing all content for the Web Site. Based upon the above description Equitable Business Inc. will furnish an estimate of the cost of completing the program. Any changes made to the specifications of the project will obviously void the estimate and may well result in a final cost figure greater than the original estimate. Client agrees to this change in cost should he/she make any project modifications.

Our fee is $250.00 per hour with a 1/2 hour minimum. Telephone time spent discussing system changes, system performance, etc. is billable as programming time.

Bulk packages are available for large projects and will reflect in the custom programming agreement.

Client acknowledges that there are no guarantees of any nature attached to this agreement as to the eventual profitability of the work delivered.

PAYMENT OF INVOICES: – The advances paid and milestone/stage completion based payments are non-refundable in all circumstances. All invoices shall be paid by Client within fourteen (14) days of receipt. Payments not made within such time period shall be subjected to late charges equal to the lesser of (i) one and a half percent (1.5%) per month of the overdue amount or (ii) the maximum amount permitted under applicable law. The Client agrees that even in case the client has made timely payments for email and web hosting services but has defaulted on making payments under ‘development work’, Equitable Business Inc. would be entitled to suspend all services, including email and web hosting services on seven (7) days written notice until the amounts outstanding are paid in full.

7. WEB SITE: – Except as otherwise set forth in this Section, Client and Equitable Business Inc. agree that upon full payment of the fees associated with the development of the Web Site/SEO service completion/Project Delivery, Client shall be assigned all worldwide rights, titles, and interests in and to the Web Site (including, its source code, custom programming and documentation). Client and Equitable Business Inc. agree that Equitable Business Inc. shall retain a world-wide, royalty-free, non-exclusive, transferable, and perpetual copyright and license to the Custom Programming. Client shall be responsible for researching, obtaining, and filing all trademark, copyright, patent, or other intellectual property protections for the Web Site/Project, its look and feel, any logos, any “tag lines,” or any other Web Site/Project content or documentation. Client and Equitable Business Inc. also agree that the design and development of Client's Web Site may include source code, documentation, and/or application programmes that were previously written or developed by Equitable Business Inc. and modified to meet Client’s specific requirements. Equitable Business Inc. will assign any intellectual property rights to Client that are consistent with this paragraph 11. Rights to photos, graphics, source code, work-up files, and computer programmes are specifically not transferred to the client, and remain the property of their respective owners. Equitable Business Inc. will not be responsible for any action taken by the users of the client's website based on the information provided on the website. All the content, text, images, graphics, data (the "material") provided by the Client for use in the website shall be the sole responsibility of the client and the client will ensure all legal sanctions, intellectual property permissions and other safeguards for the use of such material. Equitable Business Inc. will not be held responsible for the use of such material or any related copyright violation and the Client shall keep Equitable Business Inc. indemnified at all times.

TERM: – This Agreement shall be effective from the Date of accepting of Agreements and shall continue in effect until complete payment of the Development Price or until earlier terminated as provided in this Agreement or until the contracted services have been completed.

LIMITED WARRANTIES WEB SITE: – Equitable Business Inc. shall not be liable for failures caused by third party hardware or software (including Client’s own systems), misuse of the Web Site, malicious hacking, or the negligence or wilful misconduct of Client.

Equitable Business Inc. reserves the right to refer clients or potential clients subscriber's website as example site's of past creations. This can be in any form electronic or otherwise. Equitable Business Inc. reserves the right to insert it's company logo and/or link within the pages EB displays or add a shopping cart to as part of its promotional activities.

If Equitable Business Inc. builds your site, we reserve the right to switch to hourly billing for the page design should a site become the subject to excessive changes, deletions, additions which were not originally agreed upon the undertaking the subscriber's design. While our goal is a satisfied and happy customer and certain fine-tuning of a website is necessary. This does not however give the subscriber free and unlimited modifications to the site in it's development.

If we host, the subscriber is responsible for providing information to be used in the submissions to the search engines, InterNIC, etc. We will use whatever information available to us to complete the submissions unless special requests are provided in writing.

Equitable Business Inc. will provide tech support to associates and partners should they wish to provide the service of installing the shopping cart code into their clients website.

DISCLAIMER OF WARRANTIES: – Except as set forth in this Agreement, the Web Site/Project is provided on an "as is" and "as available" basis, and Equitable Business Inc. expressly disclaims all other warranties, express and implied, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose.

LIMITATION OF LIABILITY: – In no event shall either party be liable to the other or any third party, for any incidental consequential damages arising out of or connected in any way with this Agreement or the Website/project or domain registration or web hosting, for any claim by any third party. The total liability for all damages, losses and causes of action (whether in contract, tort, including negligence, or otherwise) to the other shall not exceed the development price (total fees being charged by Equitable Business Inc. as per the lates proposal submitted by Equitable Business Inc.) of the Website/SEO/Project or Web Hosting or Domain Registration. This limitation of liability shall apply even if the express warranties set forth above fail in their essential purpose. THIRD PARTY DISCLAIMER: – Equitable Business Inc. 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.

INDEMNIFICATION OBLIGATIONS CLIENT INDEMNITY: – Client shall indemnify and hold Equitable Business Inc. (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless 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 Equitable Business Inc. under all circumstances as a result of any claim, judgement, or adjudication against Equitable Business Inc. related to or arising from

(a) any photographs, illustrations, graphics, audio clips, video clips/files, text, data, pictures, images, logos, signs, trademarks, figures, opinions, messages or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Client to Equitable Business Inc. (the “Client Content”), or

(b) a claim that Equitable Business Inc.’ use of the Client Content infringes the Intellectual Property rights of a third party.

Equitable Business Inc. INDEMNITY: – Equitable Business Inc. shall indemnify and hold Client (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) harmless 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 Client as a result of any claim, judgement, or adjudication against Client arising from a claim that Client’s use of the Equitable Business Inc. custom programming, as permitted under this Agreement, infringes Intellectual Property rights of a third party.

CHOICE OF LAW AND FORUM: – This agreement is governed by the laws of the State of OHIO, Cincinnati, without reference to rules governing choice of laws. Client and Equitable Business Inc. 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 Thirty (30) days, any controversy or claim arising out of or related to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitrator appointed by the Equitable Business Inc. in jurisdiction of Cincinnati, OHIO, in accordance with the Arbitration and Conciliation Act, 1996.

INDEPENDENT CONTRACTOR STATUS: – Client and Equitable Business Inc. agree that Equitable Business Inc. shall perform its duties under this Agreement as an independent contractor.

ENTIRE AGREEMENT: – This Agreement and all exhibits and schedules set forth the entire agreement between the parties with regard to the subject matter hereof. No other agreements (Other than Non Disclosure Agreements signed directly with the client), representations, or warranties have been made by either party to the other with respect to the subject matter of this Agreement, except as referenced herein. In case of Client seeking additional services from Equitable Business Inc., this Agreement would stand valid unless a new agreement is signed on.

SEVERABILITY: – In the event that a court finds any provision of this Agreement invalid and/or unenforceable, the parties agree that the remaining provisions shall remain valid and in force.

16. This Agreement represents the entire agreement between the parties and supersedes all prior agreements oral or written.

© 2003 Equitable Business Inc.. All rights reserved.