The following terms are applicable between clients and Piquedesign's parent company Spirit Media Enterprises, L.L.C. These terms reflect those typically included in Client contracts which may also include additional terms or other adjustments as agreed upon on a per client basis. Please note the confidentiality terms and the payment methods.

1. Authorization.

The named individual or corporation named , referred to in this document as "Client", is engaging Spirit Media Enterprises, LLC, dba Piquedesign, hereinafter referred to as "Spirit Media Enterprises" or "Design Firm"  as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as "web design project" which may be installed on the client's account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, hereinafter refer to as "Hosting Service" if required to perform services. If required to perform services the client hereby authorizes Spirit Media Enterprises to access this account and authorizes the Hosting Service to provide Spirit Media Enterprises 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/level.

2. Revisions

Client will be entitled to one complete set of revisions to be issued upon review of first site draft. Site revisions must be in writing and in total including revisions to text, layout, and images. Afterward, client will be billed at $12/hour for further changes in separate invoices. 

3. Portfolio 

To maintain our portfolio credentials, and the integrity of any applicable copyrights, Design Firm shall be entitled to place an unobtrusive credit with a hypertext link ("Web Site Design by…") in the footer on each page of the web site. Design Firm is also entitled to reproduce samples of Client’s web site in our portfolio and in any marketing materials. 

4. Subcontractors

 Design Firm may use qualified subcontractors under our supervision for any or all work on this project. 

5. Confidentiality

Design Firm will maintain the confidentiality of Client’s source materials, technical and marketing plans and all other sensitive information. 

6. Disputes

Design Firm and Client agree that any dispute arising out of this Agreement shall first be resolved by mediation, if possible. This contract was entered into in Palm Beach County, Florida, and any necessary arbitration or litigation will take place in this county.

7. Acceptable Use.

An acceptable use policy is part of these terms and conditions of hosting any information associated with the domain name. This is necessary because the proliferation of abusive electronic mail and practices generated by a minority of the Internet users can interrupt services. The exhibit with the description of the acceptable use policy is posted on our website and the exhibit is part of these terms and conditions.

8. Copyright and Trademarks.

The client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Spirit Media Enterprises for inclusion in the web design project are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect and defend Spirit Media Enterprises and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

9. Completion Date.

Spirit Media Enterprises and the client must work together to complete the web design project in a timely manner. We agree to work expeditiously to complete the web design project no later than 45 days after the client has submitted all necessary materials. If the client does not supply Spirit Media Enterprises with complete text and graphic content for this web design project within 60 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If the client still has not submitted all the required contents within 90 days after signing this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the web design project is published or the client cancels the web design project in writing.

10. Project Delivery.
The web site design project delivery shall be completed upon receipt of the payment associated with delivery. Delivery may be accomplished by publishing, electronic transfer, or physical media. The client understands that Spirit Media Enterprises may not be providing any hosting services in connection with this web design project. Hosting services may require a separate contract. The client will be solely responsible for all hosting service charges. The client assumes all responsibility for the use and functionality of the web design project.

11. Publishing:
If the Project Delivery includes publishing, Spirit Media Enterprises will make a good faith effort to accommodate client's requested method of publishing. In the event Spirit Media Enterprises is not able to accommodate the request method of publishing the following statements apply.  If publishing to a hosting service is not feasible the information may be delivered on diskette or CDROM.

12. Electronic Commerce Laws.
The client agrees that the client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend Spirit Media Enterprises and its subcontractors from any claim, suit, penalty, tax or tariff arising from the client's exercise of Internet electronic commerce.

13. Web Design Project Copyright.
Original web site content specifically requested by the customer and designed under work for hire shall be the intellectual property of the customer once final payment under this agreement and any additional charges incurred have been paid. Rights to clipart, photos, graphics, source code, work-up files and computer programs that are not specifically requested and designed under work for hire are not transferred to the client, and remain the property of their respective owners. Spirit Media Enterprises and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios  and marketing materials. To maintain our portfolio credentials, and the integrity of any applicable copyrights, Spirit Media Enterprises shall be entitled to place an unobtrusive credit with a hypertext link ("Web Site Design by…") in the footer of the web site or on an alternative page published on the website and viewable by the public.

14. Payments.
Payment shall be made in one of following methods: 
MAKE CHECK PAYABLE TO: Spirit Media Enterprises, L.L.C.
Make online payment via Paypal invoice to  This e-mail address is being protected from spambots. You need JavaScript enabled to view it

Our payment plans are as follows: 50% deposit required before project begins. The Balance is due upon delivery of Website. Project will be hosted on Piquedesign’s server or watermarked for preview until final payment is rendered.

Payments must be made promptly based on the agreed schedule. Spirit Media Enterprises reserves the right to remove any web design project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by an authorized representative Spirit Media Enterprises. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this agreement was entered into in West Palm Beach, Florida, US and any dispute will be litigated or arbitrated in West Palm Beach, Florida, US. Please pay on time. All payments will be made in US $ funds unless agreed upon in writing by both parties.

15. Legal Notice.
Spirit Media Enterprises does not warrant that the functions contained in the web design project will be uninterrupted or error-free. The entire risk as to the quality and performance of the web design project is with the client. In no event will Spirit Media Enterprises be liable to the client or any third party for any damages, including, but not limited to service interruptions caused by Acts of God or any other circumstances beyond our control, any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate this web design project, failure of any service provider, of any telecommunications carrier, of the Internet backbone, of any Internet servers, your or site visitor's computer or Internet software, even if Spirit Media Enterprises has been advised of the possibility of such damages.

16. This Agreement.
This agreement constitutes the sole agreement between Spirit Media Enterprises and the client regarding this web design project. Any additional work not specified in this contract must be authorized by a written request. All prices specified in this contract will be honored for 3 months from date offered. Acknowledgement of agreement after that time will require a review of current pricing and new agreement. This agreement supersedes any prior written or oral agreements between the parties.

17. Amendment.
This agreement may be modified or amended if the amendment is made in writing and is signed by both parties.

18. Severability.
If any provision of this agreement shall be held to be invalid or unenforceable for any reason, the remaining provisions shall continue to be valid and enforceable. If a court finds that any provision of this agreement is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision shall be deemed written, construed, and enforced as so limited.

19. Waiver of Contractual Right.
The failure of either party to enforce any provision of this agreement shall not be construed as a waiver of limitation of that party's right to subsequently enforce and compel strict compliance with every provision of this agreement.

20. Governing Law.
This agreement shall be governed by and interpreted and enforced in accordance with the laws of the Sate if Florida and the Federal Laws of the United States of America applicable therein without reference to rules governing choice of laws. Any action relating to this agreement must be brought in Palm Beach County Florida and you irrevocably consent to the jurisdiction of such courts.

21. Notices.
Any notice, direction or other communication given under this Agreement shall be in writing and given by sending it via e-mail or via regular mail. In the case of e-mail, valid notice shall only have been deemed to have been given when an electronic confirmation of delivery has been obtained by the sender, in the case of notice to us to This e-mail address is being protected from spambots. You need JavaScript enabled to view it or authorized representative, in the case of notice to you, at the e-mail address provided by you in this agreement, in your WHOIS record for the website domain name or as updated from time to time. Mail shall be sent to Spirit Media Enterprises, 429 31st Street., West Palm Beach, Florida 33407 and to you at the mailing address provided in this agreement or as updated in writing. Any e-mail communication shall be deemed to have been validly and effectively given on the date of such communication, if such date is a business day and such delivery was made prior to 4:00 p.m. Eastern Standard Time and otherwise on the next business day. Any communication sent via regular mail shall be deemed to have been validly and effectively given 5 business days after the date of mailing.

Company:
Spirit Media Enterprises, LLC dba Piquedesign
429 31st Street
West Palm Beach FL 33407

Authorized Representative and date:

Ollie Butler, Member Manager  12-04-09

Customer:

Authorized Representative and date:

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