TERMS OF AGREEMENT

GENERAL WORKING AGREEMENT – This document defines the terms and conditions of our working relationship. All projects or services that your Digital Designer Online may be contracted to create for CLIENT will be subject to the following:

PAYMENTS: CLIENT agrees to pay Digital Designer Online in accordance with the terms specified in each Estimate/Invoice. CLIENT will be required to pay 50% of the project cost before work can begin as a retainer. Unless otherwise specified, all subsequent balances due are payable upon project completion. Interest on past due balances is 18% per annum or 1.5% per month. Digital Designer Online reserves the right to refuse completion or delivery of work until outstanding balances are paid.

ESTIMATES: Billing will reflect the actual costs incurred. Estimates are valid for only 30 days from date on estimate. CLIENT requested changes will be billed additionally. The CLIENT will be notified of any price changes.

OUT-OF-POCKET EXPENSES: Fees for professional services do not include outside purchases such as, but not limited to, printing, photography, color printouts, laminating, illustrations, separations, shipping and handling or courier service. Expenses are itemized on each invoice. Expenses are subject to Ontario Sales Taxes. If consultant or supervisory services are required in out-of-town locations, your Digital Designer will bill lodgings, meals, and transportation at cost. Reimbursement for mileage is calculated at current allowable rates.

REVISIONS AND ALTERATIONS: New work requested by CLIENT and performed by your Digital Designer Online after a Estimate/Invoice has been approved is considered a revision or alteration. If the job changes to an extent that substantially alters the specifications described in the original estimate, your Digital Designer Online will submit a proposal revision memo to you, and a revised additional fee must be agreed to by both parties before further work proceeds.

OVERTIME: Estimates are based on a reasonable time schedule, and may be revised to take into consideration your “Priority Scheduling” requests requiring overtime and weekends. Knowledge of your deadlines is essential to provide an accurate estimate.

NATURE OF COPY: CLIENT agrees to exercise due diligence in its direction to the Digital Designer Online regarding preparation of materials and must be able to substantiate all claims and representations. CLIENT is responsible for all trademarks, service mark, copyright and patent infringement clearances. CLIENT is also responsible for arranging, prior to publication, any necessary legal clearance of materials the Digital Designer Online prepares.

ERRORS AND OMISSIONS: It is the CLIENT’S responsibility to check proofs carefully for accuracy in all respects, ranging from spelling to technical illustrations. Digital Designer Online is not liable for errors or omissions. CLIENT signature or that of CLIENT’s authorized representative is required on all websites or artwork prior to release for printing or other implementation.

PLACEMENT OF ADVERTISING: At your request, your Digital Designer Online will purchase media space on CLIENTS behalf through The Digital Designer Online’s affiliate network. Space will be billed to CLIENT at current rates plus the standard agency commission of 10%.

INSPECTION OF BOOKS: Upon reasonable notice, any and all invoices from Digital Designer Online vendors, time sheets and other documentation relating to the CLIENTS account will be available to CLIENT. Inspection at The Digital Designers Online studio by CLIENTS authorized representative may be arranged during normal business hours.

PROPERTY AND SUPPLIER’S PERFORMANCE: Your Digital Designer Online will take all reasonable precautions to safeguard all property the CLIENT entrusts to us. In the absence of negligence on our part, however, we are not responsible for loss, destruction or damage or unauthorized use by others of such property. We will use our best efforts to ensure quality and timely delivery of all printed (offset, silk-screened, embossed or otherwise reproduced) pieces. Although we may use our best efforts to guard against any loss to you through the failure of our vendors, media, or others to perform in accordance with their commitments, Digital Designer Online is not responsible for failure on their part. If the CLIENT selects their own vendors, other than those recommended by the Digital Designer Online, CLIENT may request that we coordinate their work. If at all possible, your Digital Designer Online will attempt to do so, but cannot in anyway be held responsible for quality, price, performance or delivery.

LIEN: All materials or property belonging to the CLIENT, as well as work performed, may be retained as security until all just claims against the CLIENT are satisfied.

RIGHTS OF OWNERSHIP: Once a project has been delivered by us and is paid in full by the CLIENT, Your Digital Designer Online will assign the reproduction rights of the design for the use(s) described in the proposal. According to the Copyright Law of 1976, the rights to all design and art work, including but not limited to photography and or illustration created by independent photographers or illustrators retained by your Digital Designer Online, or purchased from a stock agency on your behalf, remain with the individual designer, artist, photographer or illustrator. Unless a purchase of “All Rights” (A Buyout) is negotiated with your Digital Designer Online and/or his/her authorized representative, you may not use or reproduce the design or the images therein for a purpose other than the one(s) originally stipulated. If you wish to use the design we have created and/or the images within it for another purpose or project, including a reprint or exhibition, you must contact us to arrange the transfer of rights and any additional fees before proceeding. If printing or other implementation is done through your vendors, you agree to return to us all our original designs and artwork (sites, prints, drawings, animations, etc.) within two weeks, and to provide us with printed samples of each project. Digital Designer Online reserve the right to photograph and/or distribute or publish for our firms promotional and marketing needs any work the Digital Designer Online create for the CLIENT, including mock-ups and comprehensive presentations, as samples for the Digital Designer Online portfolio, newsletter, brochures, presentations and similar media. We agree to store computer files for a period of 6 months beyond the delivery of a job. There upon, we reserve the right to discard them. CLIENT will receive a DVD DISC with all the files used in the creation of your project upon final payment upon requested. A fee of $15.00 will be added to the final bill for this request.

TERM AND TERMINATION: The term of this agreement will continue for work in progress until terminated by either party upon thirty (30) days written notice. If you should direct your Digital Designer Online at any time to cancel, terminate or “put on hold” any previously authorized purchase, we will promptly do so, provided you hold us harmless for any cost incurred as a result. Upon termination of this agreement, Digital Designer Online will transfer to CLIENT all property and materials in our control and for which the CLIENT has paid for in full. CLIENT will indemnify and hold Digital Designer Online harmless for any loss or expense (including attorney�s fees), and agree to defend the Digital Designer Online in any actual suit, claim or action arising in any way from our working relationship. This includes, but is not limited to assertations made against CLIENT and any of its products and services arising from the publication of materials that we prepare and you approve before publication.

PRODUCTION SCHEDULES: Production schedules will be established and adhered to by both CLIENT and Digital Designer Online, provided that neither shall incur any liability, penalty or additional cost due to delays caused by a state of war, riot, civil disorder, fire, labor trouble or strike, accidents, energy failure, equipment breakdown, delays in shipment by suppliers or carriers, action of government or civil authority, and acts of God or other causes beyond the control of the CLIENT or Digital Designer Online. Where production schedules are not adhered to by the CLIENT, final delivery date or dates will be adjusted accordingly.

ADDITIONAL PROVISIONS: The validity and enforce-ability of this agreement will be interpreted in accordance with the laws of the Province of Ontario applicable to agreements entered into and performed in the Province of Ontario. This agreement is our entire understanding and may not be modified in any respect except in an executed agreement. If we must retain attorneys to collect our invoices, we will be entitled to reasonable attorney’s fees, court costs, and interest at the maximum rate permitted by law.