Services Provided by DFY Web Solutions

1. Creation of (1) sales page using Optimize Press.
2. Connection to the Paypal infrastructure.
3. Maximum of two (2) rounds of revisions. Additional rounds of revisions will be charged on an hourly basis at $200 per hour with a one hour minimum.

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

1. In order for DFY to begin work, the client is to supply all content to DFY Web Solutions including any text, sales copy, testimonials, images, graphics, head shots or any other elements that the client would like to include on their pages.
2. The client warrants that they hold the copyright and/or license rights for any and all text and images supplied to DFY Web Solutions for use on the pages. DFY is not responsible for obtaining these licenses and usage rights. If you do not know where to find images or other content, DFY Web Solutions can direct you to sources for these elements. However, these elements are from sources outside of DFY Web Solutions and may incur an additional cost to the client.
3. The client will provide hosting for any large electronic product downloads, audio files or video files to be shared on the site. If you do not have hosting for these files, DFY Web Solutions can direct you to sources for these services. These services are from sources outside of DFY Web Solutions and may incur an additional cost to the client.
4. The client will supply links to three (3) pages that they like to give the designer an idea of style. This does not mean that your pages will be identical or even similar, but is instead to give DFY Web Solutions a direction for creating your pages.
5. The client will supply a basic color pallet for their site. If you do not have a color pallet selected, DFY Web Solutions will provide three (3) options for you to choose from. Once selected, changing the color pallet is considered a major change and will be billed at $200 per hour with a minimum of 2 hours.
6. The client understands that 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 cart, etcetera.

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 provided by DFY Web Solutions under this agreement:

1. No custom coding is included with this service. Custom coding is billed at $200 per hour with a 5 hour minimum.
2. No graphic design is included with this service. References for these services will be provided upon request.
3. 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 at any time. 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 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 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.

Ownership of Materials

1. All designs, layouts, materials and similar items produced solely 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. In the case of termination by either party, designs, layouts, materials and similar items, produced by DFY Web Solutions belong to DFY Web Solutions, and must be removed from the client's account at the end of the agreement unless express written permission has been provided by the DFY Web Solutions. Violation of this term will result in a $25,000 for liquidated damages paid to DFY Web Solutions within ten (10) days following the demand therefore. Client agrees that this will not be construed as a penalty and shall be enforceable by any court of competent jurisdiction.
3. Non-modification. The client will also not modify or duplicate any of the intellectual property under any circumstances. Any new intellectual property with a similarity of 51% or more would be considered a violation of this term and penalties will apply.
4. DFY Web Solutions reserves right to use proof of Client’s results in future marketing campaigns.
5. 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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