Design Services Policy

This Design Services Agreement (“Agreement”) is entered into between Affinity Internet, Inc. “Affinity”) for itself and any of its parent companies, subsidiaries, co-subsidiaries and affiliates and you, your heirs, agents, successors and assigns (collectively, “You”) (each a Party and collectively the Parties) and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of the Affinity design services and its related services (collectively the “Design Service”) and represents the entire agreement between you and Affinity with respect to the subject matter hereof.

By entering into this Agreement, you acknowledge that you have read, understood and agreed to the terms and conditions of the ValueWeb Web (an Affinity subsidiary) Hosting Services Agreement (located at http://www.valueweb.com/aboutus/servicesagreement.htm) and the ValueWeb. Acceptable Use Policy (located at http://www.valueweb.com/aboutus/acceptableusepolicy.htm).

Affinity may amend or otherwise modify this Agreement at any time from time to time without notice to you. You will be bound by the amended Agreement upon your continued use of the Design Service thirty (30) days after the revised Agreement is posted on the ValueWeb website. You may identify whether Affinity has revised the Agreement by the “Last Modified” date first stated above.

1. Design and Update Services.
   1. If You sign-up for Design Services, Affinity will provide You with website Design Services as outlined below. You understand and agree that Affinity will design the website solely in accordance with the information provided by You during the discovery/intake phase of development (“Pre-development”). Upon receipt by You of all complete information, Affinity will deliver your website project within approximately twelve (12) to eighteen (18) business days. Delivery time may vary depending on business conditions, however you will be given an accurate completion date at the time of sale (“Delivery Time”). Delivery Time commences once all content has been submitted to Affinity. Design Services will not commence until all content (i.e. web site copy, photos, etc.) has been provided by You. All projects are given a maximum project time of 120 days from the start date. A Design Service project is deemed to have started once it enters Pre-Development. After the maximum project time has expired, Affinity will deliver to You the completed materials associated with the project up to that point and deem the project as completed and delivered. Should You decide to continue the project after the maximum Project Time has expired, You are subject to additional fees and services, and new agreement terms and conditions at that time
   2. Description of Services. Design Services consists of a template based website and includes an online form, eCommerce shopping cart excluded. You understand and agree that Affinity will assign an account manager who will provide a template site in accordance with the information provided by You during Pre-development. Upon receipt by You of all complete information, Once Your project is assigned to our Web Development team, the project is in development (“Development”). Affinity will deliver a mock-up website for Your review prior to the website entering the development phase (the “Mock-up”). The Mock-up will give You the opportunity to ensure the site meets the template specifications. You will have five (5) business days to provide Affinity with any requested revisions. In the event the You do not respond within five (5) business days, the Mock-up will be deemed “accepted” by You and the Development will begin. Upon completion of Development, a beta site will be made available for You to view prior to project completion for purposes of editing for corrections of content only. You will have one (1) opportunity to edit and revise Your website prior to making the website live. Design Service shall not include any customized website design services that may be requested by You, all as described in the information provided by You in the written submittal form and subsequent telephone interviews. Any editing beyond correction of content will be considered as additional services subject to additional fees or part of the hourly update service and will be billed as such. Affinity will attempt to contact You to notify You that the site is completed, and ready to publish. In the event that You do not respond within five (5) business days, the site shall be deemed "accepted" by You and Affinity will deem the service engagement completed.
   3. Hourly Updates. Affinity offers website design services on an hourly basis “Hourly Updates”). You understand and agree that Affinity will make changes and updates to Your site in accordance with the information provided by You in the submittal form sent via email and subsequent telephone interviews. Upon receipt of all information by You, Affinity will deliver a beta site with Your requested changes for your review within ten (10) to business days. The website modifications will be made available for You to view prior to hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services subject to additional fees or part of the hourly update service and will be billed as such. Affinity will attempt to contact You to notify You that the site is completed, and ready to publish. In the event that You do not respond within five (5) business days, the site shall be deemed "accepted" by You and Affinity will deem the service engagement completed
2. Your Responsibilities.

   You acknowledge and agree that:

   1. By using the Design Service, You agree that you are age 18 or over. The Design Service is available to person who can make legally binding contracts under applicable law.
   2. You have the appropriate rights or licenses in all logos, trademarks or intellectual property (the “Marks”) supplied by you.
   3. The setup and other fees applicable to the Design Service, Additional Pages and Hourly Updates are non-refundable once development work has commenced. It is Your sole responsibility to ensure that Affinity receives all necessary content before design work begins. No design work will be initiated until all required content is received by You.
   4. You must send content and graphic images to Affinity in an acceptable and agreed upon electronic format. Fax copies and handwritten or typed hardcopy letters are not acceptable.
   5. Web page development commences once Your written submittal form is submitted via email including Your Content (defined below).
   6. Upon receipt of the beta site from Affinity, You have five (5) business days to respond with approval or revisions. Upon approval, or in the absence of any response from you within five (5) business days, the web site shall be deemed "accepted" by You and Affinity will deem the service engagement completed.
   7. Should You require revisions to the beta website, Affinity will complete the requested revisions and send You a final proof of the web site. Upon completion of the requested revisions, You will have an additional five (5) business days to approve or make final alterations before the web site shall be deemed "accepted" by You. In the event that You do not respond within five (5) business days, the site shall be deemed "accepted" by You and Affinity will deem the service engagement completed.
   8. You are responsible for the accuracy and appropriateness of all data and content within Your SITE, including accurate spelling and grammar. AFFINITY will not be held responsible for inaccurate information and any potential damages caused by such inaccuracies.
   9. You understand that Affinity will not maintain copies of files or documents that are sent by You, and that You are solely responsible for backing up any and all data. Furthermore, Affinity retains all ownership and proprietary rights in all source codes developed by Affinity. In the event that any source codes, or portions thereof, are provided by You, Affinity reserves the right to retain possession of such source codes until full payment has been received for any and all Design Services, Additional Pages and Hourly Updates rendered under this Agreement.
   10. You understand and agree that Affinity’s performance under this Agreement may be dependent upon the timely and satisfactory performance of Your responsibilities. In the event that Affinity is unable to perform or is delayed in performing its responsibilities under this Agreement as a result of Your delay or failure to perform Your responsibilities, the Parties will discuss, mutually agree to and document, in a change order, any modified roles and/or fees associated with such delay or failure.
3. Fees.
   1. Fees applicable to the Design Service, Additional Pages and Hourly Updates are set out on our website available at http://www.valueweb.com/web-design/readyWebOverview.htm. Fees will be automatically charged to Your account in accordance with the Fees Policy. Affinity may alter its fees, but will provide notice via email. All payments for the Design Service, Additional Pages and Hourly Updates are non-refundable and may not be credited back.
4. Rights and Licenses.
   1. Hourly Updates. Affinity offers website design services on an hourly basis “Hourly Updates”). You understand and agree that Affinity will make changes and updates to Your site in accordance with the information provided by You in the submittal form sent via email and subsequent telephone interviews. Upon receipt of all information by You, Affinity will deliver a beta site with Your requested changes for your review within ten (10) to business days. The website modifications will be made available for You to view prior to hosting for purposes of editing for corrections to content only. Editing beyond correction of content will be considered as additional services subject to additional fees or part of the hourly update service and will be billed as such. Affinity will attempt to contact You to notify You that the site is completed, and ready to publish. In the event that You do not respond within five (5) business days, the site shall be deemed "accepted" by You and Affinity will deem the service engagement completed
   2. Right to Website. With the exception of any Third-Party Materials and Background Technology as defined in this Section 4, You confirm that You own the website and Your Content. "Your Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by You to Affinity. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Affinity and/or licensed by Affinity or generally available to the public, including You, under published licensing terms, and that Affinity will use in the development of or to display or run a website. The graphics utilized from the Affinity graphics library are licensed from third-party suppliers. Affinity provides You a limited, personal, nonexclusive, nontransferable license to use the graphics during the Term of this Agreement.
   3. Limited License to Background Technology. "Background Technology" means computer programming/formatting code or operating instructions developed by or for Affinity and used to create any portion of a website or used to operate the website or a Web server in connection with a website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, website templates, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form, dynamically driven, or provided in any other format. Background Technology does not include any of Your Content or any derivatives, improvements, or modifications of Your Content. Subject to the terms and conditions of this Agreement, Affinity hereby grants You a perpetual, nonexclusive license to copy, distribute, transmit, display and perform the Background Technology that is incorporated into a website, in whole or in part, solely as necessary for You to operate, maintain, and make the website available in the normal course of Your business. You may not duplicate or distribute any Background Technology to any third party without the prior written consent of Affinity. All rights to the Background Technology not expressly granted to You hereunder are retained by Affinity. Without limiting the foregoing, You agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law.
   4. Limited License to Content. You hereby grant to Affinity the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit website, any of Your Content provided to Affinity hereunder, solely for the purpose of rendering the Design Service, Additional Pages and Hourly Updates under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason.
5. Content Standards.

   You covenant that Your Content shall not:

   1. be false, inaccurate or misleading;
   2. infringe or misappropriate any third party's copyright, patent, trademark, trade secret or other proprietary rights or rights of publicity or privacy;
   3. violate any law, statute, ordinance or regulation (including, but not limited to, those governing privacy, publicity, export control, consumer protection, unfair competition, antidiscrimination or false advertising);
   4. be defamatory, trade libelous, unlawfully threatening or harassing, or advocating, promoting or providing assistance involving violence, significant risk of death or injury, or other unlawful activities;
   5. be obscene or contain child pornography;
   6. contain any viruses, Trojan horses, worms, time bombs, cancelbots, easter eggs or other computer programming routines that may damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information;
   7. link directly or indirectly to or include descriptions of goods or services that violate any applicable law, statute, ordinance or regulation.
   8. link to web pages containing any of the aforementioned content.
6. Limited Warranty.
   1. Affinity warrants that the website will conform to specifications or acceptance criteria mutually agreed upon between the Parties in writing when delivered to You and for a period of thirty (30) days following acceptance (the "Warranty Period"). The foregoing warranty will not extend or apply to any website modified by any party other than Affinity. In the event that You discover an Error in the website during the Warranty Period, Affinity’s sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the website or (ii) any failure of the website delivered to You to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. Affinity’s warranty obligations are personal to You and may not be extended to any third party.
7. Disclaimer of Warranty, Indemnification and Limitation of Liability.
   1. In addition to the provisions in the Agreement and the Hosting Services Agreement found at http://www.valueweb.com/aboutUs/servicesAgreement.htm, You agree to the following:
   2. Disclaimer of Warranty. EXCEPT AS EXPRESSLY PROVIDED IN SECTION 6, AFFINITY, ITS SUPPLIERS AND SERVICE PROVIDERS, PROVIDE THE DESIGN SERVICE, ADDITIONAL PAGES AND HOURLY UPDATES, AND THE ASSOCIATED SOFTWARE ON AN “AS IS” AND “AS AVAILABLE” BASIS AND EXPRESSLY DISCLAIM ANY AND ALL EXPRESS, IMPLIED OR STATUTORY WARRANTIES, INCLUDING THE WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, QUIET ENJOYMENT, TITLE, NON-INFRINGEMENT, AND WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE ARE EXCLUDED. AFFINITY, ITS SUPPLIERS AND SERVICE PROVIDERS, DO NOT WARRANT THAT THE DESIGN SERVICE OR UPDATE SERVICE WILL BE ERROR-FREE OR UNINTERRUPTED AND MAKE NO REPRESENTATIONS REGARDING UPTIME, USE, DATA SECURITY, ACCURACY AND RELIABILITY OF THEIR SERVICES. YOU ACKNOWLEDGE AND AGREE THAT THIS SECTION 7(A) IS REASONABLE AND AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND THAT IN ITS ABSENCE, THE ECONOMIC TERMS OF THIS AGREEMENT WOULD BE SUBSTANTIALLY DIFFERENT.
   3. Limitation of Liability. IN NO EVENT SHALL AFFINITY, ITS SUPPLIERS, OR SERVICE PROVIDERS, OR THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS OR AGENTS BE LIABLE FOR LOST PROFITS OR ANY SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DESIGN SERVICE, ADDITIONAL PAGES OR HOURLY UPDATES (HOWEVER ARISING, INCLUDING NEGLIGENCE). AFFINITY, ITS SUPPLIERS’, AND SERVICE PROVIDERS’, CUMULATIVE LIABILITY, AND THE LIABILITY OF THEIR OFFICERS, DIRECTORS, EMPLOYEES, CONTRACTORS AND AGENTS TO YOU OR ANY THIRD PARTIES IN ANY CIRCUMSTANCE IS LIMITED TO THE GREATER OF (A) THE AMOUNT OF FEES YOU PAY TO AFFINITY FOR THE DESIGN, ADDITIONAL PAGES AND / OR HOURLY UPDATES UPON INITIATION OF THIS AGREEMENT AND (B) ONE HUNDRED U.S. DOLLARS (U.S. $100). Some States do not allow the exclusion or limitation of incidental or consequential damages, so the above limitation or exclusion may not apply to You.
   4. Indemnification. You agree to indemnify and hold Affinity, its suppliers, and service providers, and their officers, directors, agents, and employees, harmless from any and all claims, losses, costs, liabilities or expenses (including without limitation reasonable attorneys’ and expert witnesses’ fees) incurred or arising from: (a) Your use of the Design Services, Additional Pages or Hourly Updates, (b) any breach of this Agreement or the documents it incorporates by reference, (c) any violation by You or Your end users of services and/or the licensed material You offer through Your website, of any laws, regulations or rights of others, (d) Your breach of Section 4 “Content Standards”; and/or any acts or omissions by You. Affinity, its suppliers’ and service providers’ indemnity rights shall not be limited or offset by any contributory negligence by Affinity.
8. Term and Termination

   You may voluntarily terminate the Design Service, Additional Pages or Hourly Updates at any time. For the Design Service, you are entitled to a 100% refund should you decide to voluntarily terminate your project prior to entering Pre-development... You are entitled to a 50% refund should you decide to voluntarily terminate your project during Pre-development, but prior to entering Development.. No refunds are available for the Design Service once Development has begun, or if the maximum Project Time (Section 8e) has expired, which ever occurs first.

   For Additional Pages and Hourly Updates services, there are no refunds once the work has been initiated.

   1. Termination of the Design Service, Additional Pages or Hourly Updates services does not terminate other services, commitments and contracts you may have with Affinity. You need to address your intention to terminate other services you may have with Affinity accordingly, and in accordance with any other agreement governing such service.
   2. Affinity may terminate this Agreement upon seven (7) days written notice at any time, for any reason.
   3. Affinity may, but has no duty to, immediately suspend or terminate Your use of the Design Service, Additional Pages or Hourly Updates and destroy any of Your Content in the event that Affinity, in its sole discretion, concludes that (a) You have engaged in illegal activities, in activities or sales that may damage the rights of Affinity or others, or (b) have violated or threatened to violate this Agreement, the terms of the Agreement or any other agreement You may have with Affinity. Any suspension or termination under this paragraph may take effect immediately. In the event that Affinity terminates this Agreement for the above referenced reasons, You will not be entitled to a refund or credit of any fees You have paid. Without limitation, You expressly acknowledge and agree that in addition to this Section 8, the terms and conditions in Section 3 (Term and Termination) of the ValueWeb Web Hosting Services Agreement also apply to Your use of the Design Service, Additional Pages or Hourly Updates.
   4. Affinity reserves the right to terminate use of the Design Service at any time if it is inactive for more than forty five (45) days during the duration of the project, due to unresponsiveness, lack of participation, or inability to fulfill Your responsibilities by You. In case of such a termination, no refunds are available. Should such a termination occur, Affinity will deliver to You the completed materials associated with the project up to that point and deem the service engagement completed.
   5. Section 2(g) and Sections 4 through 8 will survive the termination or expiration of these Design Terms.