Service and Policy

Developer Duties: Developer shall, within 5 days of signing of this Agreement, commence work upon and proceed with the development of the Website according to the specifications provided by Customer. Developer shall commit and utilize sufficient resources to complete development of the Website within the prescribed time period and shall notify Customer of any circumstances, when and as they arise, that may reasonably be anticipated to lead to a material deviation from the development timetable. Developer may retain third parties to furnish services to Developer in connection with Developer's work on the Website if necessary as only an incident to such development activities.

Customer Duties: Within 5 days of signing of this Agreement, Customer shall provide all materials including text, pictures, and images requested by Developer, which are adequate for Developer to complete the Website. Should Customer not comply with duties, Developer reserves the right to stop all work for the development of the Website. Developer shall provide one written notice to comply prior to stopping work for the development of the Website. Should Developer stop work for the development of the Website, Customer shall pay a reactivation fee equal to at least 20% of the Website Development fee for Developer to resume work on the development of the Website.

Payment Terms: The Customer shall pay Developer the amount for the service of Website Creation under this Agreement. This fee does not include services provided for update and maintenance of the Website. Customer shall pay Developer 50% of the contract price upon signing of this Agreement as a nonrefundable retainer. The remaining 25% is due the earlier of 10 days or upon completion of the work and the final 25% percent is due upon completion of the work. Should Customer not pay for any fees due, the Developer reserves the right to discontinue and terminate all services for the Website including support services after providing one written notice to Customer. Once services are terminated, for Developer to reactivate services, Customer shall be required to pay for all fees due to Developer including reactivation charges.
Late Payments. Late Charges may be assessed on any balance that remains outstanding beyond the payment due date. The late charge shall be applied at a monthly rate of one and one-half percent (1.5%) of the outstanding balance.
Dishonored Payments. Returned Payments will be assessed a $20.00 service charge. Stop Payments will be assessed a $25.00 service charge.

Maintenance, Update and Support Services: Developer shall provide maintenance, update, and support services set forth under Agreement. The provision of Maintenance services shall be expressly contingent upon (a) Customer promptly reporting any errors in the Website or related documentation to Developer in writing or e-mail; (b) Customer not modifying the Website absent the express written consent of Developer: and (c) Customer utilizing the Website only as authorized.
Yahoo!Store Maintenance, Update and Support services. Customer agrees to pay Developer an additional fee equal to 75% of original Website Development fee for errors caused by any Customer modifications unauthorized by Developer resulting in Website dysfunction that requires complete redevelopment of Website.
Separate Charge for Maintenance, Update and Support services. Customer agrees to pay Developer an additional fee for any service rendered by Developer for the purpose of updating and maintaining the Website. If the fee billed for these services is not paid within 30 days from the due date, the Customer's Website is subject to disconnection.
Customer Termination of Maintenance, Update and Support Services. Customer shall have the right to discontinue the services with no less than 30 days prior written notice to Developer.

Hosting Service: Website Hosting is only provided in conjunction with Maintenance, Update and Support services. Upon Customer termination of Maintenance, Update, and Support Services, Website Hosting shall be discontinued. Customer agrees to pay any additional fees for the transfer of data. Bonus added special custom features and their programs, exclusively developed and owned by Biconnex, are not transferable.
Separate Charge for Hosting service. Customer agrees to pay Developer an additional fee for any service rendered by Developer for hosting the Website. If the fee billed for these services is not paid within 30 days from the due date, the Customer's Website is subject to disconnection.

Copyright: Title and copyrights to the website design and accompanying materials remain with Developer until the completion of website, transfer of the title to Customer, and full and final payment of all fees. Title and copyrights to the website design and accompanying materials for which Developer owns valid rights and/or title belong to Customer from the completion of website, transfer of the title to Customer, and full and final payment of all fees. Title and copyrights held by a third party and not by Developer shall not belong to Customer and not transfer to the title of the Customer.

Limited Warranty & Limitation on Remedies:
No Guarantee of Visitors. Developer does not guarantee visitors or a certain amount of traffic to the Website developed by the Developer.
No Liability. Developer shall not be liable for any damage to Customer resulting from connection failure caused by any force beyond the control of Developer.
Exclusive Remedy. As the exclusive remedy of the Customer for any nonconformity or defect in the Website for which Developer is responsible, Developer shall utilize Developer's best efforts to correct or cure such nonconformity or defect. However, Developer shall not be obligated to correct, cure, or otherwise remedy any nonconformity or defect in the Website if (a) Customer has performed any maintenance to the Website without Developer's authorization; (b) the Website has been misused or damaged in any respect other than by personnel of Developer; (c) Developer has not been notified of the existence and nature of such nonconformity or defect promptly upon its discovery.
Disclaimer. Developer disclaims any and all promises, representations, and warranties, except as expressly set forth in this agreement, with respect to the Website or any other material furnished hereunder, or any component thereof, including the condition, the conformity to any representation or description, the existence of any latent or patent defects, and the merchantability or fitness for a particular use thereof.
Limitation of Liability. The cumulative liability of Developer to Customer for all claims whatsoever related the Website or this Agreement, including any cause of action sounding in contract, tort, or strict liability, shall not exceed the total amount of all fees paid to Developer by Customer under this Agreement. This limitation of liability is intended to apply to all claims of Customer, without regard to which other provisions of this Agreement have been breached or have been proven ineffective.
Consequential and Special Damages. In no event shall Developer be liable for any loss of profits; any incidental, special, exemplary, or consequential damages, or any claims or demands brought against Customer, even if Developer has been advised of the possibility of such claims or demands. The limitation on damages and claims is intended to apply to all claims of Customer, without regard to which other provisions of this Agreement have been breached or have been proven ineffective.

Termination for Cause: Either Party may terminate this Agreement at any time in the event of a material breach of the terms hereof by the other party if such party shall fail to cure such material breach within 10 days of receipt of written notice. Upon Termination of this Agreement, Developer's obligation to provide support or other services contained in this Agreement shall cease.

Miscellaneous:
Force Majeure. Either party shall be excused from delays in performing or from its failure to perform hereunder to the extent that such delays or failures result from causes beyond the reasonable control of such party.
No Agency. Developer, in furnishing services to Customer, is providing services as an independent contractor. Developer does not undertake by this Agreement or otherwise to perform any obligation of Customer, whether by regulation or contract. In no way is Developer to be construed as the agent or acting as the agent of Customer in any respect, all other provisions of this Agreement notwithstanding.
Authority of Developer. Developer has the sole right and obligation to supervise, manage, contract, direct, procure, perform, or cause to be performed all work to be performed by Developer hereunder unless otherwise provided herein.
Governing Law. This Agreement shall be governed by and construed in accordance with the laws of California.
Entire Agreement. This Agreement and the exhibits annexed hereto constitute the entire Agreement between the parties, and there are no understandings or agreements relative hereto other than those that are expressed herein, and no change, waiver, or discharge hereof shall be valid unless it is in writing and is executed by the party against whom such change, waiver, or discharge is sought to be enforced.