Terms/Agreements 1. Terms of Agreement: Nothing in this agreement obligates the Contractor(s) Crayton. Communications, to accept the project of WebSite Design, Development, Hosting, SEO and/or Video Production Services for the Client. In the event the Contractor(s) voluntarily terminates their services before the end of the project, this is the financial responsibility of Client to pay all remaining unpaid hours until the termination period. The contractors must give a twenty-four-hour notice upon the voluntary termination of the project. The Client must also give a twenty-four-hour notice to the Contractor(s) if they are voluntary terminating the project. All remaining hours must be paid until the termination period, to the Contractor(s) for work accumulated, plus a $250.00 service fee. 2. Payment For Services: Payment for services will be paid to the project coordinator, Crayton. Communications, Bills for WebSite Design, Development, Hosting, SEO and/or Video Production Services will be billed as follows. 1/3 down payment before project starts at contract signing. 1/3 due at end of first round proof by client 1/3 Remaining Balance due at the final upload of the website to server. Bills will be, submitted and paid in person at the times listed above. All projects will be quoted before starting the project, the above 1/3 down payment is based on the quote. All prices are subject to change according to circumstances that may arise, all price changes will be discussed with the client as soon as they arise. The 1/3 down payment or deposit is nonrefundable after 72 hours. 3. Confidentiality: Any and all WebSite Design, Development, Hosting, SEO and/or Video Production Services is under the strictest confidentiality. Under no circumstances shall the Client or the Contractor(s) discus any techniques, content, or secretive information (i.e… passwords, server information, etc.) In the event that the Client would like to share information with other persons there must be an established line of communication between the Client and the Contractor(s) on what may be discussed or released. 4. LIABILITY: The Contractor(s) is not responsible or liable for any content contained within the WebSite Design, Development, Hosting, SEO and/or Video Production Services service, and is not responsible for any unlawful act in which the Client may be engaged in, unknowingly to the Contractor. The Contractor(s) is not liable for any corruption within the WebSite Design, Development, Hosting, SEO and/or Video Production Services, if altered or changed by the Client or the Clients employees. Contractor is not responsible for any down time associated with hosting & other services performed for the client. 5. Ownership Of intellectual property: Unless Contractor(s) and Client reach a written agreement to the contrary, the Contractor(s) who is the creator, designer and/or developer, agrees for itself and its personnel that pursuant to the client’s requirement, all WebSite Design, Development, Hosting, SEO and/or Video Production Services files; that are used in the final presentation platform, with the exclusions of applications and documents used to create such files, created in part or in whole, by the Contractor(s) is the property of the Client to be used only for its intended purpose, unless approval is given by the Contractor(s) to be reused in other environments by the Client or any other Contractor(s). The Client must have reference to the name of the designing Contractor(s) within the final copy and must willing give the Contractor(s) a copy of all files for their portfolio. The Owner being the Contractor(s) has complete control of the above materials and creations, including copyright, patent rights, and all other intellectual property rights therein and the material cannot be reused unless permission has been approved by the Contractor(s). The Contractor(s) can reuse the existing material on other websites for his clients. legal and binding This is a legal and binding agreement between you, the Customer, and Crayton communications. By using, installing or accessing the Crayton communications website, the Services and certain Products that are offered, as our customer you agree to all of the terms and conditions of this agreement. If you do not agree to these terms, the Acceptable Use Policy or any other Terms and Conditions posted on the Crayton communications web site, all services will be discontinued; activation of the account will cease and your account terminated. END USER LICENSE AGREEMENT LICENSE GRANT. Subject to the provisions contained herein and payment of applicable fees, Crayton communications hereby grants to you a non-exclusive, nontransferable, license to use its accompanying proprietary software application products offered on the Crayton communications web site (“Software”,) for your own use. Such Software is protected by the Crayton communications laws of the United States and international Crayton communications treaties. RESTRICTED USE. All rights not expressly granted herein are retained by crayton communications and its licensors. Except as stated above, this Agreement does not grant the Customer any intellectual property rights in the Software. Customer shall not rent, lease, transfer or sublicense the Software. Customer shall not under any circumstances nor shall Customer permit a third party to (i) decompile, disassemble, reverse engineer or otherwise attempt to reconstruct or discover the source code of the Software or (ii) prepare derivative of the Software or (iii) remove any product identification, Crayton communications, trademark or other notice from the Software. Any such copy made by you shall be subject to this Agreement and shall contain all of Crayton communications notices regarding Crayton communications, trademarks and other proprietary rights as contained in the Software originally provided to you. TITLE. The Software’s organization, structure, sequence, logic, and source code are valuable to the Company. Any and all title, ownership rights, and intellectual property rights in and to the Software and Documentation shall remain at any and all times in Crayton communications and/or its suppliers. Title, ownership rights, and intellectual property rights in and to the content accessed through the Software is the property of the applicable content owner and may be protected by applicable Crayton communications or other law. This License does not give Customer any rights to such content. LIMITED WARRANTY. Crayton communications warrants to the Customer, for a period of ninety (90) days from the date of this agreement, installation of Software, or use of services, whichever is earlier, that it will replace any defective media on which the Software is provided and that the Software, if not modified and if properly installed and used, will substantially conform to the material specifications set forth in the documentation, such warranties are for the Customer’s benefit only and are not transferable. Crayton communications do not warrant that the Software will operate error free or uninterrupted or will meet your requirements. Except for the express warranties stated in this section, the Software is licensed “as is” and Crayton communications specifically excludes and disclaims all warranties of merchantability, fitness for a particular purpose, statutory noninfringement of third-party intellectual property rights and any warranty that may arise by reason of trade usage, custom or course of dealing and Customer hereby expressly waives any and all such warranties. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY HAVE OTHER LEGAL RIGHTS THAT VARY FROM STATE TO STATE OR BY JURISDICTION. LIMITATION OF LIABILITY. UNDER NO CIRCUMSTANCES AND UNDER NO LEGAL THEORY, TORT, CONTRACT, OR OTHERWISE, SHALL Crayton communications OR ITS SUPPLIERS OR RESELLERS BE LIABLE TO YOU OR ANY OTIER PERSON FOR ANY INDIRECT, SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES OF ANY CHARACTER INCLUDING, WITHOUT LIMITATION, DAMAGES FOR LOSS OF GOODWILL, WORK STOPPAGE, COMPUTER FAILURE OR MALFUNCTION, OR ANY AND ALL OTFER COMMERCIAL DAMAGES OR LOSSES, OR FOR ANY DAMAGES IN EXCESS OF Crayton communication’s LIST PRICE FOR A LICENSE TO THE SOFTWARE AND DOCUMENTATION, EYEN IF Crayton communications SHALL HAVE BEEN INFORMED OF TFE POSSIBILITY OF SUCH DAMAGES, OR FOR ANY CLAIM BY ANY OTFER PARTY. THIS LIMITATION OF LIABILITY SHALL NOT APPLY TO LIABILITY FOR DEATH OR PERSONAL INJURY TO THE EXTENT APPLICABLE LAW PROHIBITS SUCH LIMITATION. FURTHERMORE, SOME STATES DO NOT ALLOW THE EXCLUSION OR LIMITATION OF INCIDENTAL OR CONSEQUENTIAL DAMAGES, SO THIS LIMITATION AND EXCLUSION MAY NOT APPLY TO YOU. EXPORT CONTROLS. You may not download, use or otherwise export the Software or any underlying information or technology except in full compliance with all United States and other applicable laws and regulations. In particular, but without limitation, none of the Software or underlying information or technology may be downloaded, used or otherwise exported or reexported (i) into (or to a national or resident of) Cuba, Haiti, Iraq, Libya, Yugoslavia, North Korea, Iran, Syria or any other country to which the U.S. has embargoed goods; or (ii) to anyone on the U.S. Treasury Department’s list of Specially Designated Nationals or the U.S. Commerce Department’s Table of Deny Orders. By downloading or using the Software, you are agreeing to the foregoing, you are representing and warranting that you are not located in, under the control of, or a national or resident of any such country or on any such list. TERMINATION. This Agreement is effective until terminated. Crayton communications may terminate this Agreement immediately if Customer attempts to reverse engineer the Software or otherwise violate any of the restrictive uses as described herein. Otherwise, this Agreement may be terminated by either party for a breach of any of its material terms, provided the non-breaching party provides to the breaching party 30 days written notice describing such breach and offering the breaching party an opportunity to cure. Failure to cure a material breach within the notice period shall result in automatic termination of this Agreement. Should this Agreement be terminated for your material breach, Customer agrees to remove all copies of the Software or any part of the Software from any and all computer storage devices, and destroy the Software and all Documentation. At Crayton communication’s request, Customer or any of Customer’s authorized signatory on the account, shall certify in writing to Crayton communications that all complete and partial copies of the Software and the Documentation have been destroyed and that none remain in Customer’s possession or under its control. The provisions of this Agreement except for the Section 1, “License Grant,” shall survive. MISCELLANEOUS. This Agreement represents the complete and exclusive statement of the agreements concerning this license between the parties and supersedes all prior agreements and representations between them. It may be amended only by a writing executed by both parties. THE ACCEPTANCE OF ANY PURCHASE ORDER PLACED BY YOU IS EXPRESSLY MADE CONDITIONAL ON YOUR ASSENT TO TIE TFRMS SET FORTH HEREIN, AND crayton communications AGREES TO FURNISH TFE SOFTWARE AND DOCUMENTATION ONLY UPON THESE TERMS AND NOT THOSE CONTAINED IN YOUR PURCHASE ORDER. If any provision of this Agreement is held to be unenforceable for any reason, such provision shall be reformed only to the extent necessary to make. It enforceable, and such decision shall not affect the enforceability (i) of such provision under other circumstances or (ii) of the remaining provisions hereof under all circumstances. Headings shall not be considered in interpreting this Agreement. This Agreement shall be governed by and construed under the law of Crayton communications <state> as such law applies to agreements between Crayton communications <state> residents entered into and to be performed entirely within Crayton communications <state>, except as governed by Federal Law. This Agreement will not be governed by the United Nations Convention of Contracts for the International Sale of Goods, the application of which is hereby expressly excluded. U.S. GOVERNMENT RESTRICTED RIGHTS. Use, duplication or disclosure by the Government is subject to restrictions set forth in subparagraphs (a) through (d) of the Commercial Computer-Restricted Rights clause at FAR 52.227-19 when applicable, or in subparagraph (c)(l)(ii) of the Rights in Technical Data and Computer Software clause at DFARS 252.227-7013, and in similar clauses in the NASA FAR Supplement. Contractor / manufacturer is Crayton communications.