WSI Terms and Conditions (dba OeS Marketing Group Inc.)

Have the authority to execute this document on behalf of the Client Company named in the WSI invoice. The Client Company and I agree to be bound fully by the covenants specified on this Agreement and any attachments herein, including but not limited to the Copyright Warranty Agreement and Hosting Service terms. Under the terms and conditions of this Agreement OeS Marketing Group Inc. an independent contractor and the Client agree as follows:

1.0 Invoice and Payment of Fees Terms

1.1 The terms of the attached proposal for the supply all services contracted for herein and the proposed pricing for such services shall remain valid only for a period of 30 days from the date that such proposal was first made. Upon acceptance of proposal, the agreement to proceed as contained herein represents the complete order for all services and development costs. This Agreement shall have a term of 12 months unless the parties have before expiration agreed in writing to an extension of an additional 12 months and unless otherwise terminated in advance by either party giving one month prior written notice to the other.

1.2 The Client shall pay for all Solutions, Services and any other costs specified in this Agreement and in the attached Proposal. The Client agrees to pay as a non-refundable deposit a Set-up Fee. Work on the Agreement will only begin upon payment of the deposit and first month’s fee. Fees are due on the 1st day of each month during the term of this Agreement

1.3 Any additions, changes, upgrades or enhancements outside the specifications of this Agreement, attached Proposal and Statement of Work are exclusive of this Agreement and subject to further charges. The Client agrees to sign a new agreement and OeS Marketing Group Inc. reserves the right to apply new fees.

1.4 Third Party Service Providers may update their service, processors and products from time to time, affecting the functionality of the Client’s complete Internet Marketing Solution post-completion. These Third Party Service Providers are beyond the control of OeS Marketing Group Inc. and such providers may be changed without notice. Upon fulfillment of the Internet Marketing Solution Proposal attached herein, OeS Marketing Group Inc. under this Agreement shall not be responsible to upgrade or modify the solution to comply with such updates. Any such upgrades are subject to a new Agreement with applicable fees. OeS Marketing Group Inc. agrees to notify the Client in advance if it is aware of any reasonable additional expenses to be incurred on behalf of Client, and Client agrees to reimburse any additional charges on receipt of an invoice.

1.5 Both parties agree that any 3rd party advertising costs, for example Google, Yahoo and MSN ad spend, are not included in this Agreement and Proposal and is over and above the monthly package price. The Client acknowledges that the 3rd party advertising cost is beyond OeS Marketing Group Inc.’s control and is the responsibility of The Client to budget their advertising spend with the input and recommendation of OeS Marketing Group Inc. The Client agrees to pay OeS Marketing Group Inc. the monthly advertising spend 1 month in advance.

1.6 Both parties agree that any additional consulting outside of The Clients chosen package will be billed at a rate of $150/hour, unless specicified.

1.7 The Client acknowledges and agrees that the OeS Marketing Group Inc. reserves the right to change Monthly Fees at any time providing 30 Days Notice.

2.0 Internet Solution Development, Consulting Services and Maintenance Terms

2.1 The client acknowledges and agrees that OeS Marketing Group Inc. may provide services to other businesses including those in the same or similar line of business as the client.

2.2 OeS Marketing Group Inc. acknowledges that we may be furnished or may otherwise receive or have access to information which relates to The Client past, present or future services, vendor lists, creative works, marketing strategies, pending projects and proposals, and other proprietary information which gives The Client an opportunity to acquire an advantage over its competitors who do not know or use it (the “Proprietary Information”). OeS Marketing Group Inc. agrees to preserve and protect the confidentiality of Proprietary Information and all physical forms thereof, whether disclosed to OeS Marketing Group Inc. before this Agreement is signed or afterward. The Client acknowledges and agrees to the same conditions with regards to OeS Marketing Group Inc. proprietary information.

2.3 Website production timelines may vary due to many dependencies including but not exclusive to, delay of The Client input and approvals at each stage of the development process. Client changes during the development process will also delay timelines and will be subject to additional charges not outlined herein this Agreement. OeS Marketing Group Inc. reserves the right to restrict all changes to the Proposal and Statement of Work until after this agreement and the attached Proposal have been fulfilled in order to deliver the Internet Marketing Solution to the Client in a timely manner.

2.4 With the exception of trademarked, copyrighted or other proprietary information regarding pictures, images or logos that directly identify the Client, the Client grants to OeS Marketing Group Inc. an indefinite, irrevocable, royalty-free, unrestricted right to use, transfer, modify and maintain content prepared by OeS Marketing Group Inc. on the Client’s website while Hosted with OeS Marketing Group Inc.

2.5 Both parties agree that this Agreement, Proposal and Statement of Work contains all requirements for the solution. Any customizations beyond the agreed components are subject to additional costs.

2.6 In no event shall OeS Marketing Group Inc. or its agents, be liable to the client for lost profits, lost opportunity, or any damages, whether direct, indirect, consequential, exemplary, punitive or otherwise, arising out of any service provided or arranged by OeS Marketing Group Inc. OeS Marketing Group Inc. shall not be liable for any error, omission, defect or deficiency in any service or solution, which may result from, but not exclusive to, the client’s failure to provide complete, accurate and current information to OeS Marketing Group Inc.

2.7 Although OeS Marketing Group Inc. shall have the right to approve the design, content and links to and from the Client’s website, OeS Marketing Group Inc. assumes no responsibility to do so. The Client agrees to be solely responsible for the content of its website and accuracy of all information provided.

2.8 The Client agrees that OeS Marketing Group Inc. has fulfilled the Internet Marketing Solution outlined in the Proposal and Statement of Work upon Final Client Sign Off.

2.9 The Client agrees to hold no ownership rights to web development code of Leased or Subscription Solutions or Services or any other web solution developed.

2.10 Website solutions are optimized for IE (v5 and higher) and Netscape (v4.0). Optimization for other browsers (including Apple environments) is outside the scope of the project unless otherwise agreed upon.

2.11 Warranty – OeS Marketing Group Inc. warranties the work product for thirty (30) days from the date the website or enhancements have been placed on-line (live), or have been completed and the client accepted the deliverables. The warranty shall be void if any modifications to the deliverables (code, design, etc) the server, the hardware or any technology related to any of them

3.0 Hosting and ASP Services Terms

3.1 Under no circumstances shall OeS Marketing Group Inc. or its agents be liable to The Client for any network interruptions beyond OeS Marketing Group Inc.‘s control, including without limitation, any downtime regarding computer servers or interruption of Internet Service Providers.

3.2 OeS Marketing Group Inc. reserves the right to control and restrict any content on the Client’s website and shall have sole discretion to terminate Hosting and or ASP services, without advance notice due to any information deemed by OeS Marketing Group Inc. as illegal, tortuous, false, misleading, fraudulent, libelous, immoral, offensive or otherwise not in conformity with the policies and style of OeS Marketing Group Inc. or are unlawful or violates any applicable local, state, national or international law, ordinance or regulation having the force of law or by-law. The Client acknowledges that OeS Marketing Group Inc. may unilaterally write or re-write reasonable rules and regulations necessary for the orderly operation of OeS Marketing Group Inc. and that the Client will be bound accordingly to these terms and all other terms outlined in OeS Marketing Group Inc. ‘s Hosting SLA.

3.3 OeS Marketing Group Inc. will provide reasonable levels of hosting resources, including disk storage and bandwidth to the Client. In the event that OeS Marketing Group Inc. deems that resource utilization by the Client is in excess of what OeS Marketing Group Inc. deems reasonable, OeS Marketing Group Inc. reserves the right to terminate the hosting services component of this agreement or levy such additional hosting fees, as it deems appropriate upon providing the Client with 30 days written notice.

3.4 The Client agrees to submit a written three (3) month service cancellation notice to terminate Hosting or ASP Services.

3.5 The Client agrees that OeS Marketing Group Inc. reserves the right to terminate Hosting and or ASP Services without advance notice if the Client’s web solution is detrimental to the Hosting environment including acts of Spam or if the web solution negatively affects server performance or other web solutions on the Hosting environment.

Questions please contact Shane Serra at shane@wsioes.com.