Web Solutions IT Services Graphic Design Print Services

Web Solutions IT Services Graphic Design Print Services Business Consultation Outsourcing Services

WEB SpinsUnlimitedhawaii.com PHONE (888) 258-5142 FAX (808) 579-8141 EMAIL [email protected] & Proprietary

1.Parties. This agreement is between Spins Unlimited Hawaii (PROVIDER) and the party asspecified in the on-line application and agreed contract provided by your Spins Unlimited Hawaiiagent. (CLIENT) agrees to everything in this document if deciding to do business with SpinsUnlimited Hawaii. All items in this document are assumed if doing business with Spins UnlimitedHawaii.

2.Web design services & virtual tours only. This agreement covers the web design, maintenanceand virtual tour services only. Other Internet services by the same PROVIDER are available and aresubject to another agreement.

3.Professional design services (flat fee). Include plans Palette, Sunshine, Rainbow and Reflections.Those are discounted services based on pre-designed set of about 4,000 plus templates in about 50categories. CLIENT has the right to choose from any of the pre-designed templates. However thediscounted price doesn’t include any customizations and modification to the templates if clientchoose to use temple. Custom designs do not apply.

4.Turnaround time. Approximate turnaround time for each plan is specified at the web site. It startsafter the Client submits all of the web site content to Provider.

5.Policies. CLIENT agrees to abide by PROVIDERS "Acceptable use policy" and "Copyrightinfringement policy". PROVIDER reserves the right to change the policies from time to time toreflect the dynamic nature of the Internet. Both policies are available on-line any time or as a hardcopy by request only.

6.Limitations. There are certain limits to each plan. Those include number of pages, number of colorschemes, number of coordination steps, number of items in the shopping card etc. Those limitationsare listed clearly at the web site. Each term is explained at the web site as well. Client agrees toabide by those limitations. Client agrees to pay additional cost if he chooses to exceed suchlimitations. Provider will notify Client about such extra charges and will proceed only with Client’sapproval.

7.Custom design (per hour charge). Client has the option to order any kind of web design, softwaredesign, software programming, and logo’s design on a full custom basis. In this case customer paysper hour. The hourly rates are listed at the web site. Some custom work carries minimal hours.Client understands that design is not exact science and that results may vary. Client trusts Providerbased on his own research, review of previous work etc. Client will be responsible for the paymentof the hourly fees regardless how satisfied or unsatisfied with the result he is. Estimates may not beaccurate. Client pays per actual hours not per estimate. Client may set limits and the work will stopwhen the limit is reached.

8.“Add on”. Provider offers a number of standard “add on” features at flat rate. Client agrees to paysuch flat rate for the feature “as is”. If client requires additional features he agrees to pay for theextras on per hour basis.

9.Maintenance. Provider is offering and Client has the option to subscribe for web site maintenanceservices. Maintenance plans vary depending on the needs of the Client. The maintenance plans andthe monthly fees are listed at the web site.

10.Spins Unlimited Hawaii logo placement. Client agrees the text and logo “Design by SpinsUnlimited Hawaii” to be placed at the bottom of each and every web page designed by Provider.The text and logo will be linked to Provider’s web site. Provider reserves the right to enforce thelogo display by technical means.

11.Copyright. Spins Unlimited Hawaii is the owner of the Copyright of all designs. Client is thecopyright owner of the content (text, pictures, software etc. provided by the Client) unless Clientuses someone else’s copyrights with permission. Client is notified hereby that there are severepenalties provided by the Law for Copyright infringement. Client will be fully responsible forcopyright infringement of any and all of the content provided by client including but not limited totext, pictures, photos, software, data bases etc.



text, pictures, photos, software, data bases etc.

12.Price change. PROVIDER has the right to change the price of the services to reflect a change in thecost of the service, or other reasons.

13.Service schedule. Both parties commit to the schedule as outlined in Appendix A. Delays caused bythe Client will result in delayed delivery.

14.Content submission. Provider provides online tool for content submission and will accept everyother reasonable communication like e-mail, Postal Service, fax etc. Provider assigns a ProjectManager to each design project. The Project Manager is available to Client 8 hours per day, 5 days aweek to facilitate the content submission and to answer questions. It is Client’s responsibility toprovide all the content in a timely manner. Design work will not start before all content is submitted.

15.Quality of Services. Provider will apply the best efforts to provide the best possible quality. Aswith any design work client’s satisfaction cannot be guaranteed. Provider will not take returns andrefund fees based on quality issues.

16.Fees. CLIENT agrees to pay for the services the fees as specified at the web site.

17.Delivery. PROVIDER will deliver (install) the design to a valid web address specified by Client.

18.Web hosting services. Client understands and agrees that he has to have active web hosting in orderto be able to accommodate the web design. Spins Unlimited Hawaii provides web hosting servicessubject to separate agreement.

19.Discounted design for in-house web hosting. Client may choose to pay discounted price for theweb design if Client agrees to use Provider’s web hosting services. Client hereby agrees to pay thedifference between the discounted web design price and the full price if Client chooses to move theweb site elsewhere.

20.Acceptance. Client agrees to accept the design within 3 business days after the notification ofdelivery. Mechanical errors can be reasons for non acceptance (rejection). Examples: someoneelse’s web site was delivered by mistake, missing pages, broken links, missing content etc. Designquality cannot be a reason for rejection. Examples: don’t like the design, expected something elseetc. cannot be reasons for rejection. If client does not respond to inquiry for acceptance within 3business days the work will be considered accepted. Client certifies the acceptance by signing aRelease Form. Client agrees to sign and fax back the signed Release Form within 3 business daysfrom notification.

21.Term. This agreement is terminated upon the acceptance of the design work by the Client; howeverthe obligations of the Client to pay as well as client’s obligations outlined in p. 10 and p. 19 aboveremain after the termination of this agreement. This agreement will not terminate if Client haspurchased maintenance plan. In this case the Agreement will remain in full force as long as Clienthas his maintenance account current.

22.Payments. CLIENT agrees to pay upfront for all “flat fee” services and upon receiving of invoicefor all hourly bills.



23.Late Payment. CLIENT agrees to pay additional late fee of 1.5% per month or the maximumpermitted by the law of the amount due and non paid.

24.No refunds. Provider will not refund collected fees unless such refund is explicitly authorized byPROVIDER. All sales are final. Client agrees to pay the signed contract in full once agreed to dobusiness with Spins Unlimited Hawaii.

25.No cancellations. The nature of the design work is such that it cannot be “returned”, thereforecancellation of work in progress is not permitted. The “work in progress” starts when SpinsUnlimited Hawaii receives the agreement signed. If client abandoned or does not pay for the agreedcontracts all code and design and content is forfeited to Spins Unlimited Hawaii control and SpinsUnlimited Hawaii can re-sale or use code, design and specs as we see fit.

26.No solicitation. CLIENT agrees not to approach PROVIDER's employees with proposals to hirethem as his own employees or contractors. If CLIENT were to hire any of Provider's employees,CLIENT agrees to pay PROVIDER for each employee thus hired customary fees charged by topemployment agencies plus 60% surcharge.

27.LIMITED LIABILITY. PROVIDER SHALL NOT BE LIABLE UNDER ANYCIRCUMSTANCES FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL OREXEMPLARY DAMAGES ARISING OUT OF OR IN ANY WAY CONNECTED WITH THISAGREEMENT OR THE PRODUCT, INCLUDING BUT NOT LIMITED TO DAMAGES FORLOST PROFITS, LOSS OF USE, LOST DATA, LOSS OF PRIVACY, DAMAGES TO THIRDPARTY EVEN IF PROVIDER HAS BEEN ADVISED OF THE POSSIBILITY OF SUCHDAMAGES. THE FOREGOING LIMITATION OF LIABILITY SHALL APPLY WHETHERANY CLAIMS BASED UPON PRINCIPLES OF CONTRACT, WARRANTY, NEGLIGENCEOR OTHER TORT, BREACH OF ANY STATUTORY DUTY, PRINCIPLES OF INDEMNITYOR CONTRIBUTION, THE FAILURE OF ANY LIMITED OR EXCLUSIVE REMEDY TOACHIEVE ITS ESSENTIAL PURPOSE OR OTHERWISE. FURTHER, PROVIDER WILL NOTCENSOR ANY CONTENT ON THE INTERNET. IT WILL BE CLIENT'S RESPONSIBILITYFOR THE USAGE OF HIS CONTENT AND ANY CONSEQUENCES OF THIS USAGE.

28.Indemnification. CLIENT shall indemnify, defend by counsel reasonably accepted by PROVIDER,protect and hold PROVIDER harmless from and against any and all claims, liabilities, losses, costs,damages, expenses, including consultants' and attorneys' fees and court costs, demands, causes ofaction, or judgments directly or indirectly arising out of or related to the web design and otherservices provided by PROVIDER to the CLIENT.

29.Entire Agreement. This Agreement constitutes the entire understanding and contract between theparties and supersedes any and all prior and contemporaneous, oral or written representations,communications, understandings and agreements between the parties with respect to the subjectmatter hereof, all of which representations, communications, understandings and agreements arehereby canceled to the extent they are not specifically merged herein. The parties acknowledge andagree that neither of the parties is entering into this Agreement on the basis of any representations orpromises not expressly contained herein.

30.Modification. This Agreement shall not be modified, amended, canceled or in any way altered, normay it be modified by custom and usage of trade or course of dealing, except by an instrument inwriting and signed by both of the parties hereto.

31.Waiver. Performance of any obligation required of a party there under may be waived only by awritten waiver signed by the other party, which waiver shall be effective only with respect to thespecific obligation described therein. The waiver by either party hereto of a breach of any provisionof this Agreement by the other shall not operate or be construed as a waiver of any subsequentbreach of the same provision or any other provision of this Agreement.



breach of the same provision or any other provision of this Agreement.

32.Severability. If any provision of this Agreement shall be unlawful, void, or for any reason,unenforceable, it shall be deemed severable from, and shall in no way affect the validity orenforceability of, the remaining provisions of this Agreement, which shall remain valid andenforceable according to its terms.

33.Governing Law. This Agreement was entered into in the State of Hawaii and its validity,construction, interpretation and legal effect shall be governed by the laws and judicial decisions ofthe State of Hawaii applicable to contracts entered into and performed entirely within the State ofHawaii.

34.Authority to Execute. Each of the parties to this Agreement represents and warrants that it has fullpower to enter into this Agreement and that it hasn't assigned, encumbered, or in any mannertransferred all or any portion of the claims covered by this Agreement.

35.Benefit of Successors and Assigns. This Agreement shall be binding upon and inure to the benefitof each of the parties hereto, and except as otherwise provided herein, their respective legalsuccessors and permitted assigns.

36.Cumulative Remedies. Except as specifically provided herein, no remedy made available to eitherparty hereunder is intended to be exclusive of any other remedy provided hereunder or available atlaw or in equity.

37.No Partnership or Agency. Nothing in this Agreement shall be construed as creating a jointventure, partnership, agency, employment relationship, franchise relationship or taxable entitybetween the parties, nor shall either party have the right, power or authority to create any obligationsor duty, express or implied, on behalf of the other party hereto, it being understood that the partiesare independent contractors vis-à-vis one another.

38.No Third Party Beneficiaries. Nothing contained in this Agreement, express or implied, shall bedeemed to confer any rights or remedies upon, nor obligate any of the parties hereto, to any personor entity other than such parties, unless so stated to the contrary.

39.Excused Performances. Provider shall not be deemed to be in default of or to have breached anyprovision of this Agreement as a result of any delay, failure in performance or interruption of theServices, resulting directly or indirectly from acts of God, acts of civil or military authority, civildisturbance, war, strikes or other labor disputes and disturbances, fire, transportation contingencies,shortages of facilities, fuel, energy, labor or materials, or laws, regulations, acts or order of anygovernment agency or official thereof, other catastrophes, or any other circumstances beyondProvider's reasonable control. In the event of any such delay or failure, performance of the Servicesshall be deferred to a date and time mutually agreeable by the parties.

40.Counterparts. This Agreement may be executed in one or more counterparts, each of which shallbe deemed an original, but all of which together shall constitute one and the same instrument.

41.Captions. The section headings and captions contained herein are for reference purposes andconvenience only and shall not in any way affect the meaning or interpretation of this Agreement.

42.Gender. Where the context so requires, the masculine gender shall include the feminine or neuter,and the singular shall include the plural and the plural the singular.

43.Recitals. The recitals above set forth are incorporated herein by reference.



44. Arbitration. Any dispute arising under this agreement shall be resolved by binding arbitration inthe city of Wailuku, Hawaii and under the rules of the American Arbitration Association no matterwhat stated client resides in.

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Web Solutions IT Services Graphic Design Print Services