Web Design Development Service Agreement and Contract
Electronic Publishing Terms and Conditions

1. Financial Arrangements:

1. Client agrees to pay $_________________, total project cost, for a web design project for his/her company/organization. This amount does NOT include Merchant Account Provider costs or associated fees, Payment Gateway costs or fees (for web sites which use online credit-card processing), or Web Hosting.

2. Client agrees to provide $_________________, fifty percent (50%) of the total project cost, prior to work beginning on the site's design.

3. Client agrees to pay the additional $__________________, fifty percent (50%) of the total project cost upon completion of the project. Payment in full must be made within 10 calendar days of the time that 1-2-Wonder notifies Client that the project web site is "live" (online and functioning) on the server of Client's Web Hosting Service. The site's work will remain the sole property of 1-2-Wonder until the project cost has been paid in full. 1-2-Wonder reserves the right to remove the site from service until payment has been received in full.

4. Client agrees that failure to make on-time payment may result in termination of service and a $50.00 reconnection fee. A bounced check or rejected credit card payment may result in immediate discontinuation of all work on the web site, immediate removal of the web site from service if any part of it is already "live" online, a $50.00 bounced check or rejected card penalty, and a $50.00 reconnection fee.

5. Client agrees to pay ___________ hour/s monthly site maintenance fees associated with routine updates to content for a total of ____________ hour/s annually. The hourly rate of $60.00 for regular monthly maintenance will automatically renew for successive one (1) periods unless cancelled in writing prior to the annual renewal date. Normal monthly site maintenance includes: resubmission to search engines, updating advertised specials or announcements, changing poll questions, etc. Extensive updating and revising which requires additional time beyond the number of hours specified above will be charged at the hourly rate of $60.00 per hour for HTML/SHTML and graphics work. Programming work will be charged at the regular programming rate of $90.00 per hour. (Programming includes CGI, PERL, PHP, MySQL, JavaScript, and Java.)  If Client chooses no monthly maintenance schedule, after the terms of this Contract have been fulfilled and the web site is online and functioning, all further work on the site will be charged at an hourly rate of $60.00 per hour regular/$90.00 per hour programming, with a minimum charge of ½ hour ($30.00 or $45.00, depending upon type of work performed) per maintenance request. Client will receive an invoice for all site maintenance charges and payment is due upon receipt. Failure to make payment for maintenance services is subject to all terms and conditions as specified in Section I, Financial Arrangements, Part 4 above. Renewal of services by Client indicates agreement to Contract revisions.
   
   
   

2. Content:

1. Client agrees to provide content for the site's pages in a soft format whenever possible. A soft format includes text or word processing files furnished on a PC-Compatible CD, 3.5 inch IBM/PC compatible storage floppy disk, IBM/PC compatible ZIP disk, or as an attachment to an e-mail message to 1-2-Wonder.

2. Client agrees that if content is provided in hard format via a copy of a page or other hard media that requires scanning to be converted into a soft format that an additional cost may accrue at the cost of $5.00 per scanned page, excluding customization or web optimization of any graphics and/or text.

3. Client warrants that it has the right to use the applicable trademarks, if any, of all materials provided to 1-2-Wonder and grants 1-2-Wonder the right to use such trademarks in connection with 1-2-Wonder's web site design.

   
   

3. Authorization:

Client is engaging 1-2-Wonder for the specific purpose of designing a web site to be published on the Client's account on an Internet Service Provider (ISP)/Web Presence Provider (WPP) computer, hereinafter referred to as "Web Hosting Service." Client hereby authorizes 1-2-Wonder to access this account, and authorizes the Hosting Service to provide 1-2-Wonder 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 (See Part VI, Level of Service). Client also authorizes 1-2-Wonder to submit the completed Web Design Project to major Web Search Engines.



4. Development:

Browser Compatibility: Designing a web site to fully work in multiple browsers (and other browser versions) can require considerable extra effort. It could also involve creating multiple versions of code/pages. 1-2-Wonder represents and warrants that the web site 1-2-Wonder designs for Client will work in:

1. Microsoft Internet Explorer versions 6.0 and up
2. Netscape Navigator/Communicator versions 4.8 and up.

While 1-2-Wonder will make reasonable efforts to design a fully-functional web site, 1-2-Wonder's warrantee does not cover AOL, text-based browsers, or requested special effects, procedures, or programming that 1-2-Wonder has advised Client against.

5. Project Copyrights and Control:
   
   

1. 1-2-Wonder shall retain possession and control of the site's pages and of all elements used in the project until the total project cost has been paid in full.

2. 1-2-Wonder and any other programming entities used by 1-2-Wonder retain their intellectual rights and copyrights to all hypertext markup language (HTML), DHTML, Java, JavaScript, Perl, CGI, PHP, MySQL, META tags, and other scripts and/or computer programming, web site elements, and original graphical design performed within the Client's web site. Upon site transfer and payment to 1-2-Wonder in full, Client will retain rights of use for shopping carts, applet programs, and other licenses as required to make the site fully functional. However, since any modification to any element of a web site can render it nonfunctioning and reflect badly upon its creator, none of these elements may be copied, reproduced, distributed, or altered in any way or for any purpose without the specific permission of the respective element's copyright owner.

3. Client-provided text which is revised by 1-2-Wonder for Client during the course of proofreading, editing, or ad copy production shall become the full property, with all changes and revisions, of Client upon payment in full of the entire contracted project. If complete payment is not fulfilled, Client shall retain rights only to such text and information as was originally provided by Client.
   
   

4. Client shall retain intellectual rights and copyrights to all elements created or produced by Client for the production and creation of the web site, including but not limited to text, photographs, and drawings.

5. A visible 1-2-Wonder logo and/or active text link to 1-2-Wonder Professional Web Design shall appear near the bottom of every web site page designed and/or maintained by 1-2-Wonder.

6. Client will pay for and will retain ownership of domain names registered through InterNIC or other Network Information Centers, and will be responsible for their timely renewal if necessary.
   
   
   

6. Level of Service (Service Agreement):

The web site to be designed for Client will include but may not be limited to elements as requested and paid for:

7. Refund Policy:

Upon completion of the web site designed by 1-2-Wonder for Client, if Client has provided 1-2-Wonder with all necessary information and materials to complete the web site within the scope of this contract, and if Client is not satisfied with the quality of the finished web site designed by 1-2-Wonder, Client may request a full refund of fees paid to 1-2-Wonder for web site design services. This request must be made in writing and must be made within 30 days of the date 1-2-Wonder notifies Client of the web site's completion. If Client chooses to receive a full refund for services performed by 1-2-Wonder, Client shall relinquish all right to all elements used at all stages of production or creation of the project, including but not limited to graphics and intellectual property including ideas and suggestions conceived or made by 1-2-Wonder for the project.


8. Termination:

1-2-Wonder may terminate service under this Agreement at any time, without penalty, if the Client fails to comply with the terms of this Agreement. If the Client fails to comply with the terms of this Agreement and the matter is referred by 1-2-Wonder to an attorney, the Client agrees to pay a reasonable attorney fee. Client also agrees to compensate 1-2-Wonder for other collection costs and expenses.


9. Limited Liability:

1. Client expressly agrees that use of 1-2-Wonder's design service is at Client's risk. Neither 1-2-Wonder, its employees, affiliates, or agents; third party information providers; web hosting providers; merchants licensers or the like, warrant that 1-2-Wonder's service will not be error free; nor do they make any warranty as to the results that may be obtained from the use of the design, development, or any other 1-2-Wonder service or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through the 1-2-Wonder design service, unless otherwise expressly stated in this agreement under Section VII, Refund Policy.

2. Under no circumstances shall 1-2-Wonder, its offices, agents, or anyone else involved in creating, producing, or distributing 1-2-Wonder's designed pages be liable for any direct, indirect, incidental, special or consequential damages that result from the use of or inability to use the 1-2-Wonder designed pages; or that result from omissions, interruptions, deletion of files, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communication failure, Web Hosting Service interruption or delay, theft, destruction or unauthorized access to 1-2-Wonder's records, programs, or services.

3. Notwithstanding the above, Client's exclusive remedies for all damages, losses, and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement and any reasonable attorney's fee and court costs.
   
   

10. Lawful Purpose:

Client may only use 1-2-Wonder's design services for lawful purpose. Transmission of any material in violation of any Federal, State, or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, pornographic, profane, or material protected by trade secrets. This also includes links or any connection to such materials.

11. Indemnification:

1. Client agrees that it shall defend, indemnify, save and hold 1-2-Wonder harmless from any and all demands, liabilities, costs and claims, including reasonable attorney fees ("Liabilities") asserted against 1-2-Wonder, its agents, its customers, servants, officers, and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employees or assigns. Client agrees to defend, indemnify and hold harmless 1-2-Wonder against Liabilities arising out of:
   
   
   1. Any injury to person or property caused by any products sold or otherwise distributed in connection with 1-2-Wonder's web design services;
   2. Any material supplied by Client infringing or allegedly infringing on the proprietary rights of a third party;
   3. Copyright infringement and
   4. Any defective product which Client sold on or through a 1-2-Wonder designed site.
      
      
      

12. Responsibility:

Client affirms by signing this Contract that he or she has the Authority to do so and personally accepts full sole responsibility, financial as well as all other, for all services requested within the scope of this contract. Client further affirms that there are no circumstances currently known to Client which may prevent timely payment in full of the entire amount specified in Section I, Financial Arrangements, of this Contract.

13. Contract Revision:

Revisions to this Contract will be considered agreed to by the Client on renewal of 1-2-Wonder services as specified in Section I, Financial Arrangements.

This Agreement constitutes the entire understanding of the parties. Both parties upon renewal of services thereupon agree to any changes or modifications to this Contract.

This Agreement shall be governed and construed in accordance with the laws of the State of Alaska and the Internet.

IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated below: