Services Provided by DFY Web Solutions

1. DFY will set up and maintain HasOffers for the client per the clients specifications.
2. DFY will set up, maintain and remotely host a database designed to minimize data loss on affiliate errors on its own servers. Client understands this database is integral to the custom HasOffers implementation created by DFY.
3. DFY will integrate the database with the shopping cart of choice for each East 5th Avenue client.
4. DFY will monitor tracking and investigate and correct anomalies as necessary.
5. A fixed charge of $3,000 will be due upon execution of this agreement and then on the 10th of each month ongoing.
6. This rate will be good for a period of 6 months while proof of concept is finalized.

Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."

Your Responsibilities and Information to Be Provided to DFY Web Solutions to Start Work

1. The client understands that some login and password information will need to be shared with DFY Web Solutions in order for work to commence. This includes hosting, FTP, cPanel, Wordpress, autoresponder, shopping carts, etcetera.
2. Client will provide access to DFY for all workflow management tools the client is currently using (Google Sheets, Basecamp, Asana, etc.)
3. Client will provide access to DFY for all analytics software packages that are currently being employed including Google Analytics. If there are none currently being used, DFY will set up and install.
4. Client will provide access to any other tools deemed necessary for DFY to work with the client's site.

Please place your initials in the box to indicate: "I have read the services description listed above and agree to the listed scope of work."

Additional Terms and Conditions

Services NOT Provided in This Agreement

In addition to any services excluded above, the following services are not provide by DFY Web Solutions under this agreement:

1. No graphic design is included with this service. References for these services will be provided upon request.
2. No text/copywriting is included with this service. References for these services will be provided upon request.

Termination of Agreement

1. Both Client and DFY Web Solutions will be entitled to terminate this agreement automatically by giving seven (7) days written notice to the other party after a minimum term of 90 days has passed. There will be no pro-rata refunds if termination happens in the middle of a billing cycle. (See "Ownership of Materials").

Guarantee and Refunds

1. DFY Web Solutions guarantees that all work will be performed as specified in these terms and conditions. If the Client is dissatisfied with services rendered, a full refund for the retainer for the current billing cycle (maximum of one (1) billing cycle) will be provided with written notice of termination and the destruction or deletion of any work product (See "Ownership of Materials").
2. Refund only applies to the retainer and only in cases where all materials were provided to execute the services, and services were rendered. No refunds will be granted in cases where no services were rendered due to the Client not providing materials necessary to provide services or a simple 'change of mind'. The guarantee is based on the performance of services rendered only.
3. Non-Disparagement. Client covenants and agrees that, beginning as of the date hereof and continuing until two years after the termination of this agreement, neither it nor any of its respective agents, subsidiaries, Affiliates, successors, assigns, officers, key employees or directors, shall in any way, directly or indirectly, alone or in concert with others, cause, express or cause to be expressed in a public manner, orally or in writing, any remarks, statements, comments or criticisms that disparage, call into disrepute, defame, slander or which can reasonably be construed to be defamatory or slanderous to the other Parties or such other Parties’ subsidiaries, Affiliates, successors, assigns, officers (including any current officer of a Party or a Parties' subsidiaries who no longer serves in such capacity following the execution of this Agreement), directors (including any current director of a Party or a Parties’ subsidiaries who no longer serves in such capacity following the execution of this Agreement), employees, stockholders, agents, attorneys or representatives, or any of their products or services.

Ownership of Materials

1. All formulas, algorithms and similar proprietary items produced by DFY Web Solutions hereunder in connection with the services in this agreement shall be, at all times, the sole property of the DFY Web Solutions. The Intellectual Property of these items will remain with the DFY Web Solutions, and they are supplied for use by the client under license.
2. All designs, layouts, materials and similar proprietary items in existence before engagement of DFY Web Solutions hereunder in connection with the services in this agreement shall be, at all times, the sole property of the client.
3. DFY Web Solutions reserves right to use proof of Client’s results in future marketing campaigns.
4. Material provided by the Client shall remain the property of the Client.

Confidentiality and Exclusivity

1. Confidentiality. Each party shall at all times keep all "Restricted Proprietary Information" (strategy, proprietary material, methods, programs, information, trade secrets, etcetera.) confidential and shall not use nor disclose the Restricted Information for any purpose other than in the performance of its obligations under this agreement. This clause shall survive the termination of this agreement without expiration.
2. Exclusivity. The Client agrees that the DFY Web Solutions shall remain its exclusive web design and split testing agent for the duration of this agreement.
3. Non-Exclusivity Of The DFY Web Solutions. The client agrees that the DFY Web Solutions may at times be engaged by other clients in the same industry as the client. Nothing shall prevent the DFY Web Solutions from doing so. At all times the DFY Web Solutions will protect the confidentiality and intellectual property of the client.

Liability

1. DFY Web Solutions is solely providing the services to the client and is not in any other manner affiliated with the client or the client’s business past or present.
2. The client hereby agrees to defend, indemnify, protect and hold harmless DFY Web Solutions, from any and all claims, liabilities, damages, costs (including attorney's fees) or expenses of whatever nature, which may arise directly or indirectly, to any party, as a result of the Services provided by DFY Web Solutions, under this Agreement or unauthorized distribution thereof.

Miscellaneous

1. Additional Services The scope of the services is limited to the aspects laid out in this agreement. Any further consultation/service will be considered a new and separate agreement billed separately. The client acknowledges and agrees that the Services provided under this Agreement for the use of the client are the limit of this agreement. Any further or future services will require a separate agreement. The terms and conditions herein set forth constitute the entire agreement between the parties hereto with respect to the subject matter hereof, and shall supersede any and all prior agreements, undertakings, representations and communications between the parties. No assignment or modification of this Agreement shall be binding unless made in writing and properly executed by each of the parties hereto.
2. Severability. If any provision contained in this Agreement shall for any reason be held invalid, illegal or unenforceable in any respect, such invalidity, illegality or unenforceability shall not affect any other provision of this Agreement, but this Agreement shall be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
3. Authority. All Parties represent and warrant that they have taken all actions and obtained all authorizations, consents, and approvals that are conditions precedent to their authority to execute this Agreement.
4. Governing Law. This Agreement shall be deemed to be a contract made under, and for all purposes shall be governed by and construed in accordance with the laws of the State of North Carolina. The state courts of Mecklenburg County, North Carolina shall have sole and exclusive jurisdiction over all disputes that arise from or relate to this Agreement or the attachments thereto.
5. Construction. This Agreement is not to be construed against any party but shall be construed equally as to each party hereto.
6. Entire Agreement. This Agreement constitutes the entire understanding between the Parties and merges the full agreement reached between the Parties and all prior oral negotiations. The Agreement is not to be modified except by subsequent written instrument executed by the Parties.

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