1. The client is engaging The Project, LLC / DentedWeb and its agents (herein known as DentedWeb), as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as "web design project" which may be installed on the client's account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, hereinafter refer to as "Hosting Service" if required to perform services. If required to perform services the client hereby authorizes DentedWeb to access this account and authorizes the Hosting Service to provide DentedWeb with "full access" to the client's account and any other programs needed for this web design project that are included as part of the client's service agreement/level. The Client shall signify acceptance of this agreement and all therein by making an initial down payment as defined in the Client Invoice and/or by adhering to the Payment Schedule herein.
   
   
2. An acceptable use policy is part of these terms and conditions of hosting any information associated with the domain name. This is necessary because the proliferation of abusive electronic mail and practices generated by a minority of the Internet users can interrupt services. The exhibit with the description of the acceptable use policy is posted on our website and the exhibit is part of these terms and conditions.
   
   
3. The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to DentedWeb for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend DentedWeb, The Project, LLC and its agents, officers, managers and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
   
   
4. The Project, LLC reserves the right, and you hereby agree, to assign subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.
   
   
5. This agreement allows for minor web site maintenance to pages over a 1-month period, up to an average of one half hour per regular web site, including updating text lines and making minor changes to a sentence or paragraph. It does not include updating or replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, and navigation structure changes, attempted updates by client repairs or web design projects delivered to the client via diskette or CD. The period of 1 month begins on the date the clients’ web design site has been published to the hosting service. If the client's web design package includes database access using Server Side Script, then very minor page code changes will be accepted under this maintenance plan. The term "very minor" shall be outlined and approved exlusively by the developers. Updates and minor change request shall be non cumulative and shall not exceed one hour at any time. Updates, corrections and change requests must be given 7 to 10 business days before expected to go live. Any requests short of the 7 to 10 business days notification window will be treated as a client emergency and will be charged double rate. Major page code and/or database structural changes will be charged at current hourly rates unless a Monthly Maintenance Package has been purchased. In which case, the terms and conditions of the Monthly Maintenance Package shall be in force.
   
   
6. The Project, LLC / DentedWeb and the client must work together to complete the web design project in a timely manner. We agree to work expeditiously to complete the web design project no later than 45 days after the client has submitted all necessary materials. If the client does not supply The Project, LLC / DentedWeb with complete text and graphic content for this web design project within 60 days of the start of project, the entire amount of the agreement becomes due and payable. If the client still has not submitted all the required contents within 90 days after signing this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the web design project is published or the client cancels the web design project in writing.
   
   
7. The web site design project work shall begin upon receipt of the down payment. Final delivery of the web site may be accomplished by publishing, electronic transfer, or physical media. The client understands that The Project, LLC / DentedWeb may not be providing any hosting services in connection with this web design project. Unless otherwise stated in the Client Invoice, Hosting services may require a separate contract. Any interruption of Hosting service due to non payment will incur late fees as well as additional set up fees for new billing set up. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.
   
   
8. If the Project Delivery includes publishing, The Project, LLC / DentedWeb will make a good faith effort to accommodate client's requested method of publishing. In the event The Project, LLC / DentedWeb is not able to accommodate the request method of publishing the following statements apply. If the hosting service has FrontPage 98 /2000 extensions installed, The Project, LLC / DentedWeb may use FrontPage 98/2000 to publish to the site. If the hosting service does not have FrontPage 98 extensions installed, The Project, LLC / DentedWeb may use FTP or SCP to publish to the site. However, the client aggrees that The Project LLC can refuse service at anytime with or without notice for any reason. If publishing to a hosting service is not feasible the information may be delivered on diskette or CDROM.
   
   
9. The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend DentedWeb, Robin Morgan, The Project, LLC and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.
   
   
10. The final results of original web site content specifically requested by the customer and designed under work for hire shall be the intellectual property of the customer once final payment has been made but shall remain the property of The Project, LLC/DentedWeb until such tranfer of copyright permission has been given under this agreement and any additional charges incurred have been paid. Rights to clipart, photos, graphics, and computer programs that are not specifically requested and designed under work for hire at the time of original agreement are not transferred to the client, and remain the property of their respective owners/developers. Source code and work-up files including but not limited to .psd with layers, .css, html, .fla, .php, Ajax, and Soap are not provided to the client by The Project, LLC/DentedWeb in this agreement. However, raw files may be purchased for not less than $1,000.00 per file with the agreement and approval of all concerned parties. The Project, LLC / DentedWeb and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios.
    
    
11. Payment for services provided hereby shall be made in accordance with the conditions contained in this contract. The Project, LLC, DentedWeb and all other subsidiaries of The Project, LLC requires 50% of the total amount due before starting work on a custom web site design. This deposit is non refundable. The remaining balance must be paid upon completion of the project or 60 days after beginning the project, whichever comes first, regardless of project status. If 60 days has passed, the remaining balance is due regardless of project status. Notwithstanding any prices listed in literature or on Web pages, the Client, The Project, LLC and DentedWeb agree that the services described in this contract shall be completed for the amount stated in the Client Invoice provided by DentedWeb.com. Web design fees are based on the amount of work it takes to complete the site.
    
    
12. Payments must be made promptly based on the agreed schedule. Delinquent bills will be subject to a 15% cumulative charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 15% penalty will be added for each month of delinquency. The client may cancel any ongoing project not under contract at any time, with a 30 day required written notification. The Project, LLC/DentedWeb reserves the right to remove any web design project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. Incomplete payments for website development and management, including but not limited to, site building, graphics, design, coding, website architecture as well as website hosting will result in forfeiture of any down payment or monies paid and will absolve The Project LLC/DentedWeb from all contractual obligations to provide any finished or unfinished product. Unless other agreements have been made in writing, incomplete payment status will result when final payment has not been received within 60 days after the start of the project and/or 30 days after billing for services of any kind when payment has not been received. This agreement effective immediately upon receipt of any exchange of funds by the client to The Project, LLC or any of it's subsidiaries including but not limited to DentedWeb.com. The client agrees that for purposes of venue, this agreement was entered into in Las Vegas, Nevada, US and any dispute will be litigated or arbitrated in Las Vegas, Nevada, US. All payments will be made in US $ funds unless agreed upon in writing by both parties. Please pay on time.
    
    
13. All payments to The Project, LLC/DentedWeb are non-refundable.
    
    
14. The Project, LLC/DentedWeb will not give out Client’s confidential information, including but not limited to names, addresses and trade secrets. DentedWeb agrees to take reasonable precautions to prevent unauthorized disclosure of confidential information.
    
    
15. A valid cancellation will take place if the same is communicated in writing (with authorized signature of Client) and is mutually agreed upon or full and final payment having been received by The Project, LLC / DentedWeb. with respect to project.
    
    
16. The Project, LLC its employees and/or agents will in no way warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will The Project, LLC / DentedWeb be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if The Project, LLC or DentedWeb has been advised of the possibility of such damages.
    
    
    
17. This agreement constitutes the sole agreement between The Project, LLC and the client regarding this web design project. And is thus the responsibility of the Client to read and understand this agreement. Any additional work not specified in this contract must be authorized by a written request. All prices specified in this contract will be honored for 3 months from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties. This agreement may be modified or amended if the amendment is made in writing and is signed by both parties. If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.
    
    
18. The Project, LLC / DentedWeb warrants that the Web site will conform to specifications or acceptance criteria agreed to by the parties when delivered to Customer and for a period of one (1) year thereafter (the "Warranty Period") and that The Project, LLC / DentedWeb will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. The Project, LLC / DentedWeb warranties and representations hereunder will not extend or apply to any Web site modified by any party other than The Project, LLC / DentedWeb In the event that Customer discovers an Error in the Web site during the Warranty Period, The Project, LLC / DentedWeb’s sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to Customer to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. The Project, LLC / DentedWeb warranty obligations are personal to Customer and may not be extended to any third party.
    
    
19. Except as expressly provided in this Agreement, the Services and Customer Web sites are provided "as is," and The Project, LLC / DentedWeb expressly disclaims all warranties and conditions of any kind, express, implied, or statutory, including, without limitation, the implied warranties of title, non-infringement, merchantability, and fitness for a particular purpose. Each party acknowledges that it has not entered into this Agreement in reliance upon any warranty or representation except those specifically set forth herein. Unless an approval process is specified herein or in a Statement, all Web sites provided by The Project, LLC / DentedWeb to a Customer will be deemed accepted when delivered.
    
    
20. The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.
    
    
21. This agreement shall be governed by and interpreted and enforced in accordance with the laws of the State of Nevada and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in Las Vegas, Nevada. By entering this agreement the Client grants irrevocably consent to the jurisdiction of such courts.
    
    
22. Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to mail@dentedweb.com or authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for the website domain name or as updated from time to time. Mail shall be sent to The Project, LLC, 5840 W. Craig Road, Ste. 120-136, Las Vegas, Nevada 96130 and to the Client at the mailing address provided to The Project, LLC / DentedWeb or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. Pacific Time and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.
    

These terms and conditions apply to web design projects including but not limited to custom web design, maintenance and web site upkeep. Other projects or services may be bound by separate terms and conditions. The terms and conditions set forth in this document are subject to change without notice.