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CONTRACT TERMS AND CONDITIONS 

 This WEB SITE DEVELOPMENT & INTERNET MARKETING SERVICES AGREEMENT ("Agreement") establishes a contract by and between KJ Proweb ("Company") and the party set forth in the related order form ("Customer" or "you") incorporated herein by this reference (together with any subsequent order forms submitted by Customer, the "Order") and applies to the purchase of all services ordered by Customer on the Order (collectively, the "Services").  The parties understand, acknowledge and agree that this is an online agreement which is being entered into in conjunction with the Order.

PLEASE READ THIS AGREEMENT CAREFULLY.

YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF TERMS AND CONDITIONS HEREIN AND NOTICE FOR KJ PROWEB TO COMMENCE WORK. www.kjproweb.com/cart/

1. AGREEMENT SUMMARY

KJ PROWEB agrees to provide to Internet marketing and web development services to Customer as described in the Scope of Work Proposal or Purchase Order Invoice for the same.

       a. All services shall be delivered to the Client/Buyer in accordance with delivery timetables, performance benchmarks, and of the highest professional standards.

       b. Client/Buyer agrees and accepts all terms and conditions for purchase as described herein.

2. PRICING AND PAYMENT

      a. Pricing for services are specifically described in the Scope of Work Proposal and in the Purchase Invoice.

      b. Amounts Due: Client/Buyer agrees to remit payment for services rendered in accordance with the dollar amount reflected on the Purchase Invoice.

      c. Payment Remittance Methods: Payment for services shall be made via an electronic invoice as sent from KJ Proweb. Both parties shall keep and retain a copy of payments made for record keeping purposes.

      d. Invoices: All invoices are payable within two (2) business days of receipt. A monthly service charge of 5% is payable on all overdue balances. Payments will be credited first to late payment charges and next to the unpaid balance. Client shall be responsible for all collection or legal fees necessitated by lateness or default in payment. KJ Proweb reserves the right to withhold delivery and if deemed necessary transfer ownership of any current work to an independent party if overdue invoices are greater than forty-five (45) days outstanding. All grants of any license to use or transfer of ownership of any intellectual property rights under this Agreement are conditional based upon receipt of payment in full which shall be inclusive of any and all outstanding Additional Costs, Taxes, Expenses, and Fees, Charges, or the costs of Changes.

3. WEBSITE UPDATES AND MAINTENANCE

Should a Client/Buyer request updates to website content after it's initial publication and launch on the Worldwide Web; such requests are considered updates, ongoing support and maintenance services. KJ Proweb will provide updates and ongoing support in accordance with paragraphs 3a-3b-3c respectively;

a. NO COST UPDATES: At the request of a Client/Buyer, KJ Proweb will update two (2) website pages with fresh textual content on the condition that the content to be entered does not exceed a 200 to 500 word article. *The Client/Buyer must exercise caution when performing website updates that involve modifying content in excess of this amount.  Such changes may destroy the aesthetic appearance of a website, cause unexpected modifications in code performance or damage the structure and framework of an individual website page. The price to manually repair HTML, CSS Code errors or MySQL database damage is billed at a rate of $65.00 per hour.

b. ADDITIONAL NO COST UPDATES: At the request of a Client/Buyer, KJ Proweb will update; two (2) website pages with fresh images or graphics on the condition that such items do not exceed four new images per each page.

c. LIMITATION ON NO COST UPDATES: A Client/Buyer shall be allowed no more than two website updates within a sixty (60) day period. Should a Client/Buyer discover a need for website updates that exceed this of this amount, KJ Proweb offers a monthly maintenance plan at a price of $50.00 per month. Upgrading to monthly maintenance plan includes 10 website updates per month.

4. HOURLY BILLING

a) Circumstances or situations may arise whereby both parties discuss and mutually agree to make changes or modifications to the original Scope of Work. Such changes may require an investment of time, energy and resources above and beyond the initial mutually agreed upon fixed price.

b) KJ Proweb charges a billing rate of  $65.00 per hour for work performed above and beyond the initial Scope of Work and Proposal.

c) Client/Buyer will be given written advance notice together a cost estimate of new proposed services.

d) Client will given log-in access to KJ Proweb’s online Project Management invoicing system whereby a detailed accounting of work performed, tasks completed and actual time/hours worked is recorded.

e) Client is expected to pay invoices upon receipt, or not later than seven (7) days of written notification/billing of payment being due for additional hours in order for work to continue.

5. REFUNDS

5.1 No request for a refund shall be honored for work already produced, completed, delivered to Customer/Buyer or published to the Worldwide Web. This includes time, labor costs and consultation services provided to the Customer/Buyer during the contract performance period.

5.2 Service. Service will be carried out until the end of the Account’s payment cycle unless otherwise directed.

5.3 Charges after Cancellation. Refunds will be issued for charges incurred after cancellation, provided that a notice of a cancellation, or other proof of previous cancellation, is presented.

5.4 Cancellation Right. PURSUANT TO STATE LAW, in addition to any right to otherwise revoke an offer, you, the Client/Buyer, may cancel this Agreement up to midnight of the third business day after the receipt of the services or the launch/publication of a website, whichever is later. Client may cancel this Agreement by sending an email to billing@kjproweb.com. After this three day period has passed, all sales are final and the ongoing use or ownership of website properties constitutes acceptance of all terms and conditions set forth in this agreement.

5.5 Cancellation After Substantive Changes. If Client requests or instructs changes or modifications to a website already completed and published to the worldwide web that amounts to a revision of at least 20% of the time required to produce the Deliverables, and or the value or scope of the Services, KJ Proweb shall be entitled to submit a new and separate Proposal to Client for approval. Should Client accept delivery of the new work inclusive of substantive changes and thereafter proceed to cancel this agreement and services within thirty days of taking possession of the same, that act shall be deemed a breach of contract.

Item 5.5 is a fair and required stipulation for doing business on the grounds that KJ Proweb would otherwise suffer significant losses that include but are not limited to; the ability to receive fair compensation at standard billing rates, loss of time, labor, intellectual property theft as it relates to unique content produced and delivered to the Client which could be used a wide range of other marketing purposes that KJ Proweb is denied rightful and fair compensation as the original labor source. In the event of a cancellation and breach of agreement after substantive changes, the Client shall become financially liable and obligated to pay the initial full proposal sale price Prior to discounts, or the fair market value for similar work performed by a similar qualified web development professional and any other costs deemed appropriate by determination of court award.

5.6 Chargeback Fraud. "Friendly fraud", also often referred to as chargeback fraud occurs when a Client/Buyer knowingly and intentionally abuses the chargeback process to secure a refund thereby gaining the use of seller's services by means of fraud.

To avoid a chargeback fraud scenario, the Client/Buyer agrees to notify KJ Proweb in writing or via telephone of any service related problems or issues of concern. This must be done before contacting our payment processor which in effect denies us of an opportunity to address our valued Client's issue of concern.

A Client/Customer may falsely allege to their credit card issueing bank or a merchant payment processor:

Section 5. Content and Site
5.1 Intellectual Property Guarantee. User guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to KJ Proweb for the Subscription or Services are owned by User, or that User has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protects, and defend KJ Proweb and its subcontractors from any liability or suit arising from the use of such elements. KJ Proweb may terminate any Account for copyright or trademark infringement, or for any other reason KJ Proweb deems appropriate as it may relate to Client’s use of another’s intellectual property.

GOVERNING LAW

This Service Agreement shall be governed by and construed in accordance with the laws of the State of Colorado. Any disagreements will be handled in the jurisdiction of the County of Denver, Colorado.