Ruby Web Design Agreement and Cancellation and Refund Policies

By making a downpayment by cash, check, money order or credit or debit card to Ruby Web Design, you, the Customer, accept that you are hiring Ruby Web Design, that you accept the terms of this agreement and that you have read this agreement. We encourage you to print this page for your records.

We make no guarantee on website design, website development, and/or search engine optimization products, services or consulting. All sales are final, set-up fees, domain and hosting fees and fees assessed for services already rendered are non-refundable.

IMPORTANT: Furthermore, if your project involves a domain transfer, we will assist you with the transfer at no cost, but you, the customer are responsible for furnishing us with ALL 3 of the transfer codes necessary to complete the transfer on your behalf. If you do not provide us with domain transfer information, or another valid domain name which you own and which we may upload your website to; we will have nowehere on the Internet to launch your website to. You, the customer are also responsible for providing Ruby Web Design, via e-mail or certified U.S. Mail, with all of the content for your website — including, but not limited to, paragraphs of written text, photographs, videos, logos, pricing information if applicable, and other relevant items. We must receive all content in order to be able to complete your website for you.

This is a work for hire agreement between Ruby Web Design ("Company" or "We") and Customer (or "You"). This is an agreement for a Website Package, and/ or Web Development. This agreement may include, but is not limited to, hosting, maintenance, website development, graphic design and all other ancillary services that Ruby Web Design may offer. Ruby Web Design agrees to provide Website services as an independent contractor in accordance with the terms set forth below.

By hiring Ruby Web Design, you agree to all of the terms contained in this contract for services, and this agreement shall become effective on the date ("Effective Date") that payment is accepted and received by Ruby Web Design.

1. The Service: Website Package services – website design and development The Service may include any or all of the following: i. Website Analysis: To check the current status of your website and make needed repairs, changes or adjustments. ii. Keyword Research: To make search engine optimization efforts more effective.

2. Limitations of SEO Service Ruby Web Design does not guarantee any increase in traffic or sales to Customer in providing this service Ruby Web Design also does not guarantee any exact placement in any search engines. This service specifically excludes pay per click advertising and anything not specifically enumerated in this contract. Ruby Web Design is not liable for any loss of ranking to Customer. Further Ruby Web Design is not liable for any other changes or issues caused by other search engine optimization companies or by the customer.

3. Cost of Service In consideration for the Website Package services – website design and development contemplated by this agreement, Customer will make payments to: Ruby Web Design as described in this section. All sales are final, and Ruby Web Design offers no partial or full refunds. Payment: Customer will pay Ruby Web Design a downpayment of a minimum of 25% of the total amount due in order for work to begin. Customer agrees to a pay Ruby Web Design for the remainder of the Customer's website design project total price promptly thereafter. All amounts are in U.S. Dollars. Payment Schedule and Late Fees: Ruby Web Design will invoice the Customer as needed to complete the work requested and all payments are due within five (5) days after receipt of the invoice. If a payment is returned or rejected by our bank, Customer shall pay us a service fee of $40 and reimburse all additional fees and costs incurred by us. Customer may also be deemed to be in Default (See Section 4 of this Agreement). For your convenience, we may also process payments for you, the Customer, automatically using the credit or debit card information you have provided to us so that invoices are paid on time and you do not incur late fees. Customers deemed in default of making their payments will still be charged the full amount due to Ruby Web Design. Change in Fees: Ruby Web Design may change its fee schedules on sixty (60) days notice by postal mail and/or electronic mail. Upon such notice, the Customer shall have thirty (30) calendar days prior to the effective date of the fee schedule to notify us by certified postal mail and/or electronic mail if Customer does not agree to such a rate increase and that Customer wishes to terminate this Agreement.

4. Taxes: Customer will be responsible for all taxes associated with Services contemplated by this agreement, and taxes will be in addition to the rates quoted.

4a. Default by Customer Ruby Web Design's Service Agreement Taxes: Customer will be responsible for all taxes associated with Services contemplated by this agreement, and taxes will be in addition to the rates quoted.

4b. Default by Customer If a payment by Customer is returned or rejected by Ruby Web Design's bank, Customer shall be immediately deemed to be in default of this Agreement. Accounts not paid in full by the tenth day after Ruby Web Design submits its invoice may have service interrupted or terminated; interruption does not relieve the Customer from the obligation to pay all fees due to Ruby Web Design. Accounts and all amounts in default are subject to a late payment charge of 1.5% per month, or the maximum amount permitted by law, whichever is less, until fully paid. Customer also agrees to pay Ruby Web Design all of its reasonable expenses, including attorney and collection agency fees, incurred in enforcing its rights via a Customer default.

5. Customer's Right to License or Resell Customer may not resell or license any of Ruby Web Design's Website Package services – website design and development to any third parties without the prior written consent of Ruby Web Design. For example, Customer may not provide Ruby Web Design's Website Package services – website design and development to any third party without Ruby Web Design's prior written consent. This is a material breach of this Agreement and releases Ruby Web Design from all obligations associated with this Agreement.

6. Use of Names and Trademarks As part of this Agreement, Customer grants Ruby Web Design a non-exclusive right and license to use Customer's business names, trade names, trademarks, and service marks (collectively, "Customer's Marks") (a) on Ruby Web Design's own Web Sites, (b) In printed and online advertising, publicity, directories, newsletters, and updates describing Ruby Web Design's Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Customer may use Ruby Web Design's trade name, trademarks, and service marks (collectively, " Ruby Web Design's Marks") in advertising and publicity in conjunction with the offering of Customer's content, provided that the Customer shall submit a copy of all such use to Ruby Web Design for its prior written approval, and provided further that under no circumstances shall such use imply that Ruby Web Design endorses, sponsors, certifies, approves or is responsible for Customer's content. Notwithstanding the foregoing, the Customer need not obtain Ruby Web Design's prior written approval where use of Ruby Web Design's Marks is limited to inclusion in a list of systems via which Customer's content is available.

7. Length and Termination of Agreement Term: This Website Package services – website design and development Agreement shall begin on the Effective Date and continue until the website is completed. Termination: Termination of this Agreement by Customer must be in writing. Please notify us of your intent to terminate by electronic mail, receipt requested. Telephone cancellations will NOT be accepted. Upon termination by Customer, everything related to your Website Package services – website design and development that is stored on our servers may be deleted. Cancellation will not entitle Customer to a refund of setup fees, and will not offer any relief of your obligation to pay the remaining balance of your account. However, if you cancel within 30 days of purchasing a Ruby Web Design Package and would like to transfer to a different service we offer (for same or lesser value), we may, at our option, apply the purchase price to a website credit for your Ruby Web Design account. Material Breach: Each Party shall have the right to terminate this Agreement upon Thirty (30) days prior written notice if the other Party is in material breach of any term of this Agreement, including without limitation the payment of monies, and the breaching Party fails to remedy such breach within the fifteen day notice period.

8. Customer Content You, the Customer, acknowledge and agree that you are solely responsible for ensuring the integrity of your content. Although Ruby Web Design provides data backup services, the Customer is advised that Ruby Web Design in no way is responsible for any damages resulting from the loss of your content, regardless of the reason for such loss. We encourage you to backup and archive your content regularly.

9. Indemnification and Warranties INDEMNIFICATION: Customer shall indemnify and hold harmless Ruby Web Design from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to the Customer's provision, or an end user's use, of Customer's content, or any act, error, or omission of the Customer in connection therewith, including, but not limited to, matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.

WARRANTIES: THE SEO SERVICES PERFORMED AS WORK PRODUCT UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY OTHER WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED OR STATUTORY SUCH AS ANY WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE OR TRADE USAGE. RUBY WEB DESIGN DOES NOT WARRANT THAT THE WORK PRODUCT WILL MEET CUSTOMER'S NEEDS OR IS FREE FROM ERRORS. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND IT IS AGREED THAT THEY FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DEVELOPMENT OF THE WORK PRODUCT AND OTHER SERVICES TO CUSTOMER SET OUT IN THIS AGREEMENT. MISCELLANEOUS CLAUSES Assignment: The rights and obligations under this Agreement are freely assignable by either party, provided however, in the event Customer assigns its rights under this Agreement to any third party, Customer shall continue to have the obligation to (i) pay Ruby Web Design if the third party fails to pay as required by this Agreement, and (ii) indemnify, defend and hold Ruby Web Design harmless as required by this Agreement. Backup and Firewalls: Customer is solely responsible for the proper backup and protection of all of its software and data, as well as the implementation and maintenance of appropriate firewalls and security measures (including proper virus control) in connection with the use and operation of the Customer's computer facilities. Entire Agreement: This Agreement contains the entire understanding of the parties regarding the subject matter of this Agreement and supersedes all prior and contemporaneous negotiations and agreements, whether written or oral, between the parties with respect to the subject matter of this Agreement. Governing Law: This Agreement is governed by the laws of the State of Michigan, without giving effect to any conflict-of-law principle that would result in the laws of any other jurisdiction governing this Agreement. Any action or proceeding arising out of this Agreement will be litigated in courts located in Kent County, Michigan. Each party consents and submits to the jurisdiction of any local, state, or federal court located in Kent County, Michigan. Independent Contractor: Ruby Web Design is an independent contractor, and not an employee of Customer. Liability and Indemnification: Ruby Web Design's total liability under this Agreement for damages, costs and expenses, regardless of cause, shall not exceed the total amount of payments to Ruby Web Design by Customer under this Agreement. In no event shall Ruby Web Design be liable to Customer for any lost profits, or special or consequential damages, arising from any act or omission under this Agreement, even if Ruby Web Design has been advised of the possibility of such damages. Customer agrees to indemnify Ruby Web Design from all third party claims related to the website to the fullest extent allowed by law. License to Use Our Content: For as long as Customer is in compliance with this agreement, Ruby Web Design agrees to provide Customer with a non-exclusive, royalty-free, irrevocable, non-supported license to use our content as part of the Customer's web site. By using this content, Customer agrees to maintain a link to "http://www.rubywebdesign.com" in the header or footer of the website; the link must be standard html and contain no JavaScript. Mutual Non-solicitation of Employees: Customer agrees not to hire or solicit employees of Ruby Web Design during performance of this Agreement and for a period of twelve (12) months after termination of this Agreement without our prior written consent. Similarly Ruby Web Design agrees not to knowingly hire or solicit Customer's employees during performance of this Agreement and for a period of 12 months after termination of this Agreement without your prior written consent. Severability: If a provision of this Agreement is determined to be unenforceable in any respect, the enforceability of the provision in any other respect and of the remaining provisions of this Agreement will not be impaired. Signatures: This Agreement may be signed in counterparts. A fax transmission of a signature page will be considered an original signature page. At the request of a party, a party will confirm a fax-transmitted signature page by delivering an original signature page to the requesting party. Termination: The termination of this Agreement, regardless of how it occurs, will not relieve a party of obligations that have accrued before the termination.