Terms of Agreement

1. Authorization
The above named client is engaging Vision Internet & Business Services, a sole proprietor, an independent contractor for the specific purpose of developing and/or improving a World Wide Web site to be installed on the client's web space located on an Internet Service Provider's (ISP) server.

Hereafter, the client will be known as the "Client" and Vision Internet & Business Services will be known as the "Developer."

2. Standard Hosting Service
It is agreed that the Developer will establish hosting for the domain listed above, unless otherwise noted on Clients Contract. 

The Developer will provide hosting for the domain listed on the Clients Contract or the Client may secure a hosting account independently.

The Developer will strive to provide 99.9% uptime for the domain listed above and will not be held responsible for site malfunctions; including downtime, lost revenue, site updates, internet viruses, lost data, and any other unforeseen issues associated with this domain.  To protect data from unforeseen issues the Client is encouraged to maintain a monthly back-up of this site.  The Developer will not be held responsible for maintaining a site back-up, unless otherwise noted on Clients Contract.

Please note: Using an alternate host is always an option for the Client. Should the Client desire to use a Host Provider other than one recommended by the Developer, the name of the host provider and the terms of the hosting agreement will be listed on Clients Contract.

3. Domain Registration
The Developer will secure the domain requested by the Client and listed on the Clients Contract.  All charges incurred in doing so will be billed to the Client as an addition to the base price contemplated by the Developer. These are Internic fees, and are not a source of income for the Developer.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. Should the Client desire a specific domain name which is already owned by another party and negotiations for said domain name must be undertaken by the Developer, additional charges may apply. The Client will be contacted in advance before any negotiations of this nature are undertaken or charges are incurred.

4. Training
The Developer will provide e-mail, telephone or instant messenger assistance to the Client's designated representatives regarding management of the Client's web site. Sometimes, however, training for groups on-site at the Client's place of business is desired. If this is desired the charges incurred by the Client for training and the details of what will be provided will be listed on Clients Contract.

5. Base Services / Graphic Creation / E-mail
The Developer agrees to provide services as listed on Clients Contract. Web pages with layout, graphic creation and JavaScript included. This contract also includes a provision to assist the Client with e-mail setup using the maximum number of accounts allowed by the hosting company chosen by the Client.

6. Text.
Final text should be supplied by the Client unless otherwise specified on the Clients Contract. 500 words per page approximate standard if not supplied via diskette. Web pages of more than 1,200 words of text may be subject to additional fees for increased formatting time.

7. Links.
This agreement contemplates up to an average of 12 external or relative links per page and an e-mail response link on each web page to any e-mail address the Client designates. This agreement also contemplates making any link the Client desires "pop up" in a new window if requested at the specific dimensions and configuration specified by the Author.

8. Cross Browser Compatibility.
Our agreement contemplates the creation of a web site viewable by both Netscape 4.0 and Microsoft Internet Explorer 4.0. Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be backward compatible. In the absence of a Maintenance Agreement time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price agreement.

9. Graphic Creation / Banner Advertisements.
It is anticipated that the Client will provide all graphic elements necessary to customize the Client’s web site. The Developer will create additional graphic elements necessary on an as needed base.  This agreement does not include banner advertisements, flash or any other multi-media elements. Should the Client need animated banners, the charge will be listed on Clients Contract.

10. Photography.
Images for inclusion on the Client's web site will be provided by the Client. Photographic retouching or photographic captures are available for an additional charge to the base price and will be listed on Clients Contract.

11. Scanning.
This agreement contemplates scanning up to 10 images for the Client. It is contemplated that this will accommodate the needs of most Clients. If more than 10 images need to be scanned the charge for each will be $1.00 per image after the 10 image allowance has been reached.

Please note: If you anticipate needing an extensive scanning service, please discuss this need with the Developer. Discounts are available for volume scanning services.

12. Page Redirection / Plug-in Technology
Java Script programming necessary to complete the Client's site is included in the base price of this contract. JavaScript programming also includes page redirection based on the presence or absence of a viewer's browser, plug-in, screen resolution and platform. Note however, that if additional pages are necessary to accommodate specific browsers, plug-in technology, screen resolutions, or platforms additional charges may apply if the web site page maximum contemplated by our agreement is exceeded.

13. Java Applets.
This agreement does not contemplate the use of Java Applets unless specified on Clients Contract. Clients are encouraged not to use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also 'crash' older computers on download and download times for some viewers can be excessive.

14. CGI / Perl.
This contract contemplates one basic form embedded on the Author's web site with the data captured in each form delivered to the Client at the Client's specified e-mail address. If a specific script beyond this capability is requested by the Client and it must be purchased by the Developer at the Client's request, the charge for the script, if any, will be billed back to the Client.

15. Macromedia Flash
Macromedia Flash is always an option to the Client's of the Developer. If chosen, the specific understanding of this arrangement will be listed on Client’s Contract.  Although Flash work is charged by the hour, the Developer warrants protecting the client by specifying a maximum charge in advance which will be listed on the Client’s Contract. The Developer warrants working earnestly to come in under the maximum charge.

16. DHTML
This agreement does not contemplate using DHTML technology. However, as with Macromedia Flash this is always an option for the Author. If DHTML technology is desired by the Client, the rate to program each DHTML page will be specified on Client’s Contract. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.

17. Real Audio/Video.
This agreement does not contemplate using Real Audio or Real Video on the Client's site. If chosen, however, the charges for such will be listed on Client’s Contract.

18. QuickTime / QuickTime VR
This agreement does not contemplate using QuickTime or QuickTime VR technology on the Client's web site. This is, however, certainly an option for the Client. If chosen, the charges for such will be listed on Client’s Contract.

19. E-commerce.
This contract contemplates the possibility of an e-commerce enabled site. If a shopping cart is required for the Client's site, default software and the host will be chosen following discussion between the Developer and the Client. The charges for the shopping cart will be listed on Client’s Contract as an addition to the base price of this agreement.

20. Secure Certificate
This agreement contemplates the possibility of an e-commerce enabled site. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.

21. Merchant Account
If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any charges necessary to secure the Merchant Account are not covered by this agreement.

22. ASP / Cold Fusion.
Sites requiring database design may require Microsoft ASP technology. Any charges applicable to ASP are in addition to the base price of our agreement and will be listed on Client’s Contract.

23. Databases.
This agreement does not include a provision for the creation of a database unless specifically listed on Clients Contract

24. Payment Terms / Work Flow
A minimum deposit of fifty percent (50%) is required to commence work.

Once the 50% deposit is received by the Developer basic site design concepts will be put online for the Client's viewing and approval. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design by signing the Developer/Client Contract. Once this acceptance is received from the Client there will be NO additional changes to the basic layout of the website and the work necessary to complete the project will begin.

Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will due within fifteen (15) business days after delivery of this notification. If the fifteen (15) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at a rate of 18% from the date the 10% penalty was levied.

Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems making payment timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated the Developer reserves the right accept or decline an alternate payment arrangement.

25. Client Amends
We encourage input from the Client during the design process, therefore the Client agrees there will be no design changes once the basic layout has been confirmed and accepted by the Client. If significant page modification is requested after a page has been built to the Client's specification, we must count it as an additional page.

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.
• Replacing more than 50% 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 e-commerce enabled site has been selected by the Client.

Clients who anticipate frequently changing the look of their site during the design process and Clients who desire to be intricately involved design of each page are encouraged to negotiate an agreement. If significant page modification is requested by the Client after the page maximum has been reached the charge will be $50.00 for each additional page.

Again, we strive to accommodate the needs of each Client and we maintain a liberal redesign policy.

26. Maintenance Agreements
Maintenance Agreements are negotiated on a Client by Client basis as each Client will have differing needs. This is another way the Developer seeks to help the Client control cost. If you have chosen a Maintenance Agreement the terms of such will be listed on Clients Contract.

The Developer offers two kinds of maintenance agreements. In one, the Client pays a fixed rate for such things as changing price to an item, adding additional inventory, and making moderate graphic changes or text changes. In the other agreement, the customer pays on an 'as needed' hourly basis.

The Client has the right to decline maintenance provided by the Developer.

27. Third Party or Client Page Modification
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement. This is always an option for Clients of the Developer. If the Client desires this capability, it will be specifically listed on Client’s Contract.

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 an hourly rate of $175. There is a one hour minimum. In this regard, Clients are encouraged to obtain a Maintenance Agreement.

28. CD Burning.
The Client may request the Developer to provide one copy of the Client's web site on CD upon completion of the site. Additional copies of the CD are available for $15.00 each. Such request will be listed on Client’s Contract.

29. 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. The Client will not be held responsible for the results of these submissions and can not guarantee a certain search engine ranking. The Developer reserves the right to edit text content provided by Client to provide a search engine friendly webpage.

30. Assignment of Project
The Developer reserves the right to assign certain subcontractors to this project to insure the right fit for the job as well as on-time completion. The Developer warrants all work completed by subcontractors for this project. The Developer will be responsible for paying such assistances.

31. Additional Expenses.
The Client agrees to reimburse the Developer for any critical Client requested expenses necessary for the completion of the project.

Examples would be:

• Purchase of specific fonts at the Client's request,
• Purchase of specific photography at the Client's request.
• Purchase of specific software at the Client's request.

32. 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.  The Developer will not be held responsible for obtaining approval from the materials rightful owner, therefore placing all liability of copyright laws on the Client.

33. Age
The Client and all Authorized representative of the Client certifies that he or she is at least 18 years of age and legally capable of entering into a legal binding contract on behalf of the Client.

34. Limited Liability
The Client 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 such a site for the Client. The Developer reserves the right to cancel this agreement if such a site is requested after this agreement has been signed.

35. 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 lawyers fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer and such subcontractors, agents, clients, servants, officers and employees of the Client, 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.

36. 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.

The Client also understands that the Developer can not provide legal advice.

37. Ownership to Web Pages and Graphics.
Copyright to the finished assembled work of web pages produced by the Developer and graphics shall remain property of the Developer, unless otherwise noted on Client’s Contract. This ownership is to include, design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

38. Design Credit.
Client agrees that the Developer may put a by-line on the bottom of their website establishing design and development credit. Client also agrees that the website created for the Client may be included in the Developer's portfolio.

39. 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.

40. Author Referral Commission Program
The Developer recognizes 'word-of-mouth' advertising as the most favorable method of developing new business. As such, we want to reward customers who are pleased with our work and refer us to another individual, business, or organization.

If you refer our services to another party and we ultimately establish a contract with that party, we will provide you, the Client, with a 10% discount on your next annual contract. For Clients who regularly help us attract new clients, this can result in a discount of up to but not limited to a 50% discount on contracted services.

41. Completion Date
The Developer and the Client must work together to complete the web site in a timely manner for both parties to remain profitable.  A time line for completion of contract project will be outlined on Clients Contract.  The Developer will not be held responsible for miscalculations of this timeline.  Additional time required to finish this project will be allowable by the Client and made in writing by the Developer to the Client stating the additional amount of time needed.

42. Cancellation
Cancellation of the project at the request of the Client must be made by certified letter. In the event that work is postponed or cancelled at the request of the Client by registered letter, the Developer shall have the right retain the original 50% deposit. 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 of cancellation. Final payment will be expected under the same terms as listed in Article 24 above.

43. Entire Understanding.
This contract and the Appendices attached thereto constitute the sole agreement between the Developer and the Client regarding this project. It becomes effective only when Client’s Contact is signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial arrangement for the Client and the Developer. Specific details of our agreement will be outlined on Client’s Contract

Both parties warrant that they have read and understand the terms set forth in this agreement.