Volcanic Web Solutions - Web Design, Web Hosting, Internet Marketing & Domain Name Services

WEB DESIGN AND DEVELOPMENT AGREEMENT

THIS CUSTOMER SERVICES AGREEMENT ("AGREEMENT") FOR WEB SITE SERVICES IS ENTERED INTO BETWEEN VOLCANIC WEB SOLUTIONS ("VOLCANIC WEB SOLUTIONS") AND THE PERSON OR ENTITY THAT ACCEPTS IT ("CUSTOMER"). VOLCANIC WEB SOLUTIONS IS WILLING TO ENTER INTO THIS AGREEMENT ONLY ON THE CONDITION THAT CUSTOMER PAYS THE APPROPRIATE FEES AND ACCEPTS ALL OF THE TERMS IN THIS AGREEMENT. PLEASE READ THE TERMS CAREFULLY BEFORE ACCEPTING THIS AGREEMENT, AS BY ACCEPTING THIS AGREEMENT YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT, UNDERSTAND IT AND AGREE TO BE BOUND BY IT. IF YOU DO NOT AGREE TO ALL THESE TERMS, VOLCANIC WEB SOLUTIONS IS UNWILLING TO ENTER INTO THIS AGREEMENT, AND YOU SHOULD NOT NOT ACCEPT IT.
Volcanic Web Solutions provides web site design and development services via the Internet and other platforms (the "Services") through Volcanic Web Solutions' web site (the "Web Site"). Customer agrees to use the Services in accordance with this Agreement and as requested by Volcanic Web Solutions. Hosting Services are provided by Volcanic Web Solutions in accordance with the Hosting Agreement found at VolcanicWebSolutions.com. Volcanic Web Solutions is willing to provide Customer with the Services as set forth below. In consideration of the foregoing and the mutual covenants set forth below, the parties hereby agree as follows:

Provision of Services and License

Provided that Customer pays Volcanic Web Solutions the fees set forth in the order summary, Volcanic Web Solutions will provide Customer with the Services ordered and the web site created by Volcanic Web Solutions ("Deliverable") described in the order summary under the terms and conditions of this Agreement.

Subject to the terms and conditions of this Agreement, Volcanic Web Solutions hereby grants to Customer a limited, personal, non-exclusive, non-transferable license to use the Deliverables set forth in the Customer order summary.

This is a license, not a transfer of title, and is subject to the following restrictions: Customer may not (1) modify the Deliverables except with the tools incorporated into the Deliverables (2) use Deliverables for any third party commercial purpose; (3) decompile, reverse engineer, or disassemble software Deliverables, (4) remove any copyright or other proprietary notices from the Deliverables; or (5) transfer the Deliverables to another person. Customer agrees to prevent any unauthorized copying of the Deliverables.

With respect to any Volcanic Web Solutions logos and/or hypertext link logos provided with the Deliverables, Customer is granted a non-assignable, non-exclusive, royalty free license solely to use the logos and/or link logo as a hypertext link icon to allow users to link from Customer's web page to the Volcanic Web Solutions web pages, based on the following terms and conditions:

Customer acknowledges the validity and Volcanic Web Solutions' exclusive ownership of all right, title, and interest in and to the Volcanic Web Solutions, Hosted by Volcanic Web Solutions and Powered by Volcanic Web Solutions logos and link logo marks or other Volcanic Web Solutions logos and link logo marks (the Marks) and, during or after the term of this Agreement, shall not, in any way, contest, or help others to contest, such ownership or the validity of any registrations or rights of Volcanic Web Solutions now owned or obtained relating to the Marks.

Customer shall not use any names, marks, terms, graphics, or other materials on its Web page or site that are likely to cause confusion with or dilute the distinctiveness of either of the Marks or to damage the reputation or commercial image of Volcanic Web Solutions or any of its products.

Volcanic Web Solutions, in its sole discretion, may terminate this license immediately for any reason. Upon termination of this license, Customer shall immediately cease all further use of the Marks, or any other similar mark, name or logo, including, without limitation, any name or mark comprising the term "Volcanic Web Solutions."

Ownership

Volcanic Web Solutions and its suppliers will at all times retain all title to and ownership of the Deliverables. Deliverables are copyrighted and are protected by worldwide copyright laws and treaty provisions. Except as provided herein, the Deliverables may not be copied, reproduced, modified, published, uploaded, posted, transmitted, or distributed in any way, without Volcanic Web Solutions' prior written permission. Except as expressly provided herein, Volcanic Web Solutions does not grant any express or implied right to Customer under any patents, copyrights, trademarks, or trade secret information. Other rights may be granted to Customer by Volcanic Web Solutions in writing or incorporated elsewhere in the Deliverables.

Obligations of Volcanic Web Solutions

Except for initial edits made prior to final delivery, Volcanic Web Solutions will have no obligation under this Agreement to correct any bugs, defects or errors in the Services or Deliverables or to otherwise support or maintain the Services or Deliverables. Notwithstanding the foregoing, Volcanic Web Solutions agrees to provide reasonable technical support to Customer in the form of telephone consulting and e-mail to Customer during Volcanic Web Solutions' normal business hours and at Volcanic Web Solutions' standard pricing.

Term and Termination

This Agreement is effective on the date Customer accepts the terms of this Agreement and shall continue unless terminated pursuant to Section 4B.

Customer may terminate this Agreement without cause upon notice to Volcanic Web Solutions. Volcanic Web Solutions may terminate this Agreement after five (5) days written notice to Customer if customer materially breaches this Agreement, including, without limitation, failure to pay and fails to cure such breach during such five (5) day period.

Upon the termination of this Agreement, Customer will return to Volcanic Web Solutions all copies of any Deliverables provided to it by Volcanic Web Solutions. Sections 1C, 2, 3, 4 and 6 will survive termination of this Agreement.

Disclaimer of Warranty and Limitation of Liability

THE SERVICES ARE PROVIDED "AS IS" WITHOUT ANY WARRANTY OF ANY KIND WHATSOEVER, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR TITLE, WHICH ARE HEREBY DISCLAIMED.

VOLCANIC WEB SOLUTIONS SHALL NOT BE LIABLE FOR (1) ANY LOSS OF USE, LOSS OF DATA, INTERRUPTION OF BUSINESS OR (2) ANY INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES OF ANY KIND (INCLUDING, WITHOUT LIMITATION, LOST PROFITS) REGARDLESS OF THE FORM OR ACTION WHETHER IN CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR OTHERWISE, EVEN IF VOLCANIC WEB SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. VOLCANIC WEB SOLUTIONS' LIABILITY HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID BY CUSTOMER TO VOLCANIC WEB SOLUTIONS DURING THE THREE (3) MONTH PERIOD BEFORE THE ACTION AROSE. CUSTOMER ACKNOWLEDGES THAT THESE LIMITATIONS ARE AN ESSENTIAL ELEMENT OF THIS AGREEMENT AND ABSENT SUCH LIMITATIONS VOLCANIC WEB SOLUTIONS WOULD NOT ENTER INTO THIS AGREEMENT.

Miscellaneous

This Agreement shall be governed solely by the laws of the State of Pennsylvania, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in Luzerne County, Pennsylvania and each party hereby submits to the personal jurisdiction of such Courts. Each Party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules and regulations of the United States governing the export of technical information. Customer may not assign this Agreement without the prior, written permission of Volcanic Web Solutions. Any purported assignment will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both Parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither Party may waive any right hereunder except expressly and in writing. Any other purported waiver of any such right shall be without any effect. This Agreement is the entire agreement between the Parties with respect to this subject matter, and supersedes all prior and contemporaneous discussions, negotiations, communications and agreements with respect thereto.