iPage Hosting

Web Marketing Services ORDER FORM

Date:

10/07/2011

Customer ID:

abresistkalenbornca

Quote Expiration Date:

11/06/2011

Refund and Cancelation Policy:

Search Engine Optimization (SEO) Services are delivered and billed on a monthly basis during the Initial Term of this Agreement, and may be cancelled for convenience by providing thirty (30) days prior written notice to iPage Hosting of your intention to cancel. Billing will continue during the thirty (30) day notice period, and any refund owed will be provided after the notice period has ended.

Description of Services to be Delivered

Domain: abresistkalenborn.ca Aggressive Monthly SEO - 3 Keyword Phrases: $349/mo $99 - Setup Fee Waved!

Project abandonment. If after repeated attempts to begin, continue, or finalize the delivery of services, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the project may be considered abandoned, and Company may reduce any refund the Customer may otherwise be entitled to hereunder to zero, and Customer will have forfeited all rights to receive any refund for services purchased online or as described in the original Order Form.

Signed:

Sebastien Allard, Director Sales, Abresist Kalenborn Inc.

Accepted on:

10/07/2011 11:45AM

Terms and Conditions

IPAGE HOSTING WEB MARKETING SERVICES AGREEMENT

This Web Marketing Services Agreement ("Agreement") is hereby entered into between iPage Hosting (hereinafter referred to as "Company") and the party set forth in the related order form ("Customer" or "you"), which order form is incorporated herein by this reference (together with any subsequent order forms submitted by Customer, collectively the "Order" or "Order Form") and applies to the purchase of any and all of the following marketing services: Search Engine Optimization ("SEO"), Pay-Per-Click Advertising ("PPC"), Local Advertising Profiles "LocalAd", and Web site Design ("Design"), professional services, or other services ordered by Customer pursuant to an Order Form (each, a "Web marketing Service", and individually and collectively, any and all of the foregoing being the "Services" and the "Web Marketing Services"). The term "Agreement" shall include this Agreement together with any and all Order Forms.

1. PLEASE READ THIS AGREEMENT CAREFULLY. BY SIGNING OR OTHERWISE AGREEING TO THE ORDER FORM, YOU AGREE TO THE TERMS OF THIS AGREEMENT, AND CREATE A CONTRACT BETWEEN CUSTOMER AND COMPANY, CONSISTING OF THE ORDER, THE ADVERTISING GUIDELINES (IF APPLICABLE), AND THIS AGREEMENT AND YOU ARE AGREEING TO BE BOUND BY THE TERMS OF THIS AGREEMENT AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE IN THIS AGREEMENT, INCLUDING COMPANY'S TERMS OF SERVICE, USER AGREEMENT AND ACCEPTABLE USE POLICY (TOGETHER, THE "TOS"). THE TOS ARE LOCATED AT: http://www.ipage.com.com/legal/. YOUR ORDERING, ACCEPTANCE OR USE OF THE SERVICES ALSO CONSTITUTES ACCEPTANCE OF THIS AGREEMENT. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE TOS, THE TERMS OF THIS AGREEMENT SHALL APPLY. IN THE EVENT OF ANY CONFLICT BETWEEN THE TERMS OF THIS AGREEMENT AND THE ORDER FORM, THE TERMS OF THE ORDER FORM SHALL APPLY.
2. TERM, TERMINATION, AND MODIFICATION. This Agreement shall be effective as of the time frame set forth on the Order Form. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by Company (i) immediately if Customer fails to pay any fees hereunder; (ii) if Customer fails to cooperate with Company or hinders Company's ability to perform the Web Marketing Services hereunder, or (iii) immediately if Customer fails to comply with the TOS;. You agree that Company may modify this Agreement and Services from time to time. You agree to be bound by any changes iPage Hosting may reasonably make to this Agreement when such changes are made. If you have purchased Services from iPage Hosting, the term of this Agreement shall continue in full force and effect as long as you take advantage of and use the Services.
3. FEES; LIMITATIONS ON REFUNDS AND CANCELLATION FEES. Customer agrees to pay Company any and all fee(s) as stated in Order Form. THE CUSTOMER FURTHER AGREES THAT, IN THE EVENT OF ANY TERMINATION OF THIS AGREEMENT OR THE ORDER FORM BY CUSTOMER, ANY REFUNDS SHALL BE REDUCED BY AN AMOUNT BASED ON A PERCENTAGE OF WORK COMPLETED AS AND TO THE EXTENT PROVIDED IN THE ORDER FORM. THE CUSTOMER FURTHER AGREES TO PAY UPON CANCELLATION THE AMOUNT OF ANY CANCELLATION FEES OR OTHER AMOUNTS DUE TO COMPANY AS PROVIDED IN THE 0RDER FORM. THE COMPANY IS HEREBY AUTHORIZED TO DEDUCT ANY AMOUNTS REMAINING DUE FROM CUSTOMER FROM ANY REFUNDS AND TO CHARGE CUSTOMER'S CREDIT CARD ACCOUNT OR OTHER PAYMENT MECHANISM FOR ANY AMOUNTS OWED FROM TIME TO TIME BY CUSTOMER TO COMPANY.
4. CUSTOMER REPRESENTATIONS AND WARRANTIES: Customer represents and warrants to Company that for the term of this Agreement:
   1. This Agreement constitutes a valid and binding agreement enforceable against Customer in accordance with its terms.
   2. Any information or data that Customer (including its agents or representatives) has entered or will enter under any Web Marketing Service is and will be both accurate and complete.
   3. Customer is the authorized owner or representative of the Web site(s) for which keywords are selected or search listings are requested or an advertisement has been submitted (each, an "Advertisement").
   4. The keywords selected by the Customer, Advertisements and the content and information in or associated with the Advertisement of the Customer's Web site(s) for which links are requested, and Advertisements submitted by Customer.
   5. Customer represents to Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
   6. Customer guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to Company for inclusion on the Customer Web site are owned by Customer, or that Customer has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend Company and its subcontractors from any liability or suit arising from the use of such elements.
   7. From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. Customer agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Company and its subcontractors from any claim, suit, penalty, tax, or tariff arising from Customer's exercise of Internet electronic commerce.
5. CALCULATIONS: Customer agrees that iPage Hosting will be solely responsible for tracking and calculating Click Price ("CP") delivered (User delivered to the advertisers site), the applicable unit price(s) and all other traffic measurements and data, and Customer understands and agrees that such measurements and data will be the only and definitive measure thereof. Due to the various frequencies of search engines and directories refreshing their indexes, from time-to-time campaign overruns can occur. Overruns, not to exceed ten percent (10%) of the amount ordered, as measured on a calendar monthly basis, shall constitute delivery of valid and authorized CPs under this Agreement, and Customer shall be obligated to make payment up to the aforementioned 10% overrun maximum. Overruns will be billed at the applicable CP price(s) for the number of CPs delivered.
6. WEB MARKETING SERVICES.
   1. As it relates to PPC, SEO, and Local Advertising Profiles, "iPage Hosting Advertising Service" is the process by which will market your site through various online methods, Web sites, etc. You additionally understand that clicks to your site, including clicks on the search engines, shopping engines, content sites, etc. will include keywords you select as well as certain misspellings, singular/plural combinations, and other related search terms that we map to your advertising campaigns. All keyword campaigns will include key terms, titles, descriptions which you have selected. You are responsible for the accuracy of such terms, titles, and descriptions. You are also responsible for the landing page(s), or redirect Web site which links to your advertisements. In addition, Customer agrees:
      1. To provide Company with FTP access to Customer Web sites for uploading new pages, and making changes for the purpose of SEO Services optimization or approval to go through a third party.
      2. To authorize, and does hereby authorize, Company use of all Customer's logos, trademarks, Web site images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for search engine positioning and optimization.
      3. That if Customer's Web site(s) requires additional textual content, Customer will provide said additional relevant text content in electronic format for the purpose of creating additional or supporting web pages. Customer agrees to provide content, as requested by Company, for example 200 to 500 word "articles" about each of their keyword phrases.
      4. ADDITIONAL SERVICES. Additional services not listed herein or in Order Form will be provided for up to $100.00 per hour. Company is not responsible for Customer's overwriting SEO Services work to Customer's Web site(s). Customer will be charged an additional fee for re-constructing meta-tags, keywords, content, etc. based on the hourly rate of up to $100.00 per hour.
      5. WEB SITE CHANGES. Company is not responsible for changes made to Customer's Web site(s) by other parties that adversely affect the search engine or directory rankings of Customer's Web site(s).
      6. Customer will not hold Company or its affiliates liable or responsible for the activities of visitors who come to Customer's Web site(s) through a link provided from the iPage Hosting Network.
      7. Customer agrees that it is solely responsible for the development, maintenance and operation of the Customer Web site(s) and for all content and other materials that appear on, and all visitors to, the Customer Web site(s) from time to time.
      8. Customer is responsible for the content of each Advertisement, however, Company reserves the right to edit, reject or remove any Advertisement at any time, for any reason, in its sole discretion.
      9. If Customer sells or promotes any materials which are subject to age restrictions, such as adult content, alcohol or tobacco products, or other age restricted products and/or services, Customer will: (i) have age verification on its sites' home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted. Customer acknowledges that Company Services may not be used for adult or pornographic content or services, and may only be used in accordance with the TOS.
   2. As it relates to Web site Design. The design of the Web site shall be in substantial conformity with the material provided to Company by Customer. Web site consultation will be provided according to the number of coordination steps outlined for the plan purchased in the Order. Customer will provide direction to Company by accessing the Company's ServiceCentral application and delivering content for Web site construction within. Web site text will be supplied by the Customer unless copywriting services have been purchased. Development of web pages will take place on the Customer's established web hosting service with Company. All server technical issues are to be handled by Company unless otherwise noted amongst all parties, or otherwise noted in Customer’s hosting Terms of Service. Minor updates and changes include any minor modifications and modifications to work out backend database issues and functionality. This does not include adding features beyond the scope of the Order. Company shall not include, as determined in its sole discretion, any of the following in the Web site or in Customer's directory on Company's Web Server: text, graphics, sound, or animations that might be viewed as obscene or any illegal activities; links to other Web sites that might be viewed as obscene or related in any way to any illegal activities; impressionistic or cartoon-like graphics (unless provided by Customer); invisible text, or any other type of hidden text, hidden information, hidden graphics, or other hidden materials; or destructive elements or destructive programming of any type.
      1. Accessibility of Web site during its' construction. Throughout the construction of the prototype and the final Web site, the status of the Web site development project shall be accessible to Customer through ServiceCentral and, when designated by Company, through a developmental URL which is not accessible to end users. Until Customer has approved the final Web site, none of the Web pages for Customer's Web site will be accessible to end users.
      2. Completion Date. Company and the Customer shall work together to complete the Web site in a commercially reasonable manner. Customer must supply Company complete text and graphics content all web pages contracted for within two (2) weeks of the date of the Order unless otherwise noted. If Customer has not submitted complete text and graphics content within four (4) weeks after the Order, Company may place the Web site development project in an "On Hold" status, and divert available resources to active projects. This could delay the completion date of the project significantly, and shall not constitute a material breach of the Agreement by Company. In such cases, Company, in its sole discretion, will determine the next available start or resumption date of project development activities.
      3. Copyright to Web site. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Web site. Such products may include, but are not limited to server-side applications, clip art, "back-end" applications, music, stock images, or any other copyrighted work ("Outside Content") which Company deems necessary to purchase on behalf of Customer to design and develop the Web site. Customer further acknowledges and understands that any Outside Content used to design and develop the Web site is owned by Company and/or such third parties and cannot be transferred to Customer and is hereby specifically not transferred to Customer and shall remain the property of Company and/or such third parties. Outside Content which is owned and/or purchased by Company may be used in the design and/or development of other Web sites separate from Customer. Customer and Company agree that upon payment in full of the fees associated with the design and development of the Web site, Customer shall own a worldwide right, title, and interest in and to the Web site (including, its source code and documentation) (the "Custom Programming"), provided however that Customer and Company agree that Company shall retain a worldwide, royalty-free, non-exclusive, transferable, and perpetual right and license to the Custom Programming including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise alter or transfer the Custom Programming. Customer and Company also agree that the design and development of the Web site may include source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer's specific requirements (the "Code Content"). Company shall own all worldwide right, title, and interest in and to the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design and development of the Web site) a worldwide, royalty-free, non-exclusive, transferable and perpetual right and license to use the Code Content. Company and its subcontractors retain the right to display graphics and other web design elements of the Web site as examples of their work in their respective portfolios.
      4. This Agreement does not provide Web site maintenance unless a Web site maintenance plan is purchased. If the Customer or an agent other than Company attempts updating Customer's pages, time to repair web pages will be assessed at an hourly rate. Changes requested by the Customer beyond those limits will be billed at the hourly rates set forth in the Order. This rate shall also govern additional work authorized beyond the maximums specified in the Order for such services as webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics, or any other services.
   3. LATENCY: Customer understands that, any information or data provided by Customer to may not be processed on a real-time basis and may be subject to the latency of the Internet, the systems and network of third party partners and search engines.
7. CUSTOMER INDEMNIFICATION OBLIGATIONS: Customer agrees to indemnify, defend and hold harmless , its distribution partners, its licensors and licensees, stockholders and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages and costs (including without limitation, reasonable attorneys' fees) that may at any time be incurred by any of them by reason of any claims, suits or proceedings (collectively being referred to herein as a "Claim") for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability or violation of any law, statute, ordinance, rule or regulation throughout the world in connection with the Advertisement, Customer's selected keywords, Customer's client's Web site(s) or contents therein, Customer's conduct, acts or omissions, or any alleged or proven breach by Customer of any term, condition, agreement, representation or warranty hereunder. Company will notify Customer of any claim, action or demand for which indemnity is required in the reasonable opinion of Customer and will cooperate reasonably with Customer at Customer's expense. At the election of Company, Customer shall advance to Company amounts in satisfaction of such Claim, which Company may hold in escrow pending resolution of such Claim. The law firm Customer chooses to defend Company must be experienced in defending similar claims and will be subject to Company's approval, which will not be unreasonably withheld. Customer may not settle any lawsuit or matter relating to the culpability or liability of Company without the prior written consent of Company. Company will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, Company shall have the right to set off any liability of Customer to Company with respect to a Claim against any amounts held on deposit with Company by Customer.
8. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Customer acknowledges and agrees that it will not hold Company liable for any errors in content, omissions, consequences, damages, costs, refunds or rebates of any kind arising from any interruption of service or other unavailability of the Internet or Web site in which the Advertisement is published for whatever reason. Company makes no representations or warranties relating to the results of Advertisement, including without limitation, the number of impressions or CTs such Advertisement will receive and any promotional effect or return on investment thereof. Company makes no guarantees regarding the accuracy, reliability or completeness of any usage statistics. In the event that Company fails to publish Advertisement or in the event of any other failure, technical or otherwise, of Advertisement to appear as provided in this Agreement, the sole liability of Company shall be limited to, at Company's option, either a pro rata refund to Customer of the fee paid, if any, or placement of Advertisement at a later time in a comparable position. In no event shall Company be responsible for any consequential, special, lost profits or other damages arising under this Agreement including, but not limited to, failure to timely publish Advertisement in accordance with the Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor or material shortage, carrier interruption of any kind or work slowdown. COMPANY DOES NOT WARRANT THAT ANY WEB MARKETING SERVICES WILL MEET THE CUSTOMER'S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY PROVIDES ITS SERVICES "AS IS" AND WITHOUT WARRANTY OF ANY KIND. THE PARTIES AGREE THAT (A) THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND (B) EACH PARTY DISCLAIMS ALL OTHER WARRANTIES, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY'S COMPUTING AND DISTRIBUTION SYSTEM. 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.
9. CONFIDENTIALITY. The parties agree to hold each other's Proprietary or Confidential Information in strict confidence. "Proprietary or Confidential Information" shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other's Proprietary or Confidential Information available in any form to any third party or to use each other's Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party's proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
10. FORCE MAJEURE. Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party's reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
11. RELATIONSHIP OF PARTIES. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. Customer does not undertake by this Agreement, the Order Form or otherwise to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
12. NOTICE AND PAYMENT. Any notice required to be given under this Agreement shall be in writing and delivered personally to the other designated party at the addresses listed in the Order Form mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
13. JURISDICTION/DISPUTES. This Agreement shall be governed in accordance with the laws of the State of Arizona. All disputes under this Agreement shall be resolved by litigation in the courts of the State of Massachusetts including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
14. AGREEMENT BINDING ON SUCCESSORS. The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
15. ASSIGNABILITY. Customer may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of Company. Company reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
16. WAIVER. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
17. SEVERABILITY. If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
18. INTEGRATION. This Agreement, together with any Order Forms, constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents which may conflict with this Agreement, provided that in the event of any conflict between the terms of this Agreement and any Order Form, the terms of the Order Form shall apply.
19. NO INFERENCE AGAINST AUTHOR. No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
20. DISPUTES. Customer and Company 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 ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Maricopa County, Arizona and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Arizona sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the State of Arizona or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
21. READ AND UNDERSTOOD. Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
22. DULY AUTHORIZED REPRESENTATIVE. Each Party warrants that their representative whose signature appears below is duly authorized by all necessary and appropriate corporate actions to execute this Agreement.