1. Statement of Work
BmB Dezines will provide to Customer for its use and benefit and internet-based product including a website designed and created exclusively for Customer, which website shall be fully integrated with an interactive data base allowing for the accumulation and retrieval of certain data and information relevant to Customers business. BmB Dezines and the services to be rendered by BmB Dezines are all more specifically described in the Project Outline which is attached to this Agreement as Exhibit “A” and incorporated herein.

2. Project Delivery and Payment
BmB Dezines shall be designed, developed, installed and brought on line for Customer’s use and benefit in accordance with the Production Schedule set forth in the Agreement Details, above. Customer shall pay website development fees, installation fees, administrative/hosting fees all in accordance with the schedule also set forth in the Agreement Details, above.

3. Term, Automatic Renewal and Cancellation
The initial Term of this Agreement shall commence on the Date of Agreement set forth in the Agreement Details, above, and shall continue for the period of months also set forth in the Agreement Details, above. This Agreement shall thereafter automatically renew for additional, successive six-month terms, unless Customer or BmB Dezines notifies the other party of its election not to renew the Agreement for an additional term. Said notice must be in writing and received by the recipient not less than 30 days before the expiration of the then-current term. Nothing in the paragraph shall preclude the earlier termination of the Agreement upon the material default of either party, as otherwise set forth in this Agreement.

4. Hosting Server Specific Terms and Conditions
General
To provide Customer with the Product, BmB Dezines will provide Customer with space on BmB Dezines server and software services, including but not limited to HTTP service, SMTP service, POP service, and add-ons. Customer will administer Customer’s website via request by email. No FTP access will be given to the Customer.

Physical Server Set-Up and Updating
BmB Dezines will initially configure and program its Server to host Customer’s website, database and email services. After the Server is configured, Customer will be solely responsible for all content and the management thereof.

Maintenance Services
BmB Dezines will perform maintenance services as BmB Dezines determines reasonably necessary to maintain the continuous operation of the Server. Customer acknowledges that such maintenance may require Server downtime.

Account Usage
Customer shall not use [i] excessive amounts of CPU processing on any of BmB Dezines servers or [ii] bandwidth or disk usage in excess of the number of megabytes per month allocated to Customer. Customer acknowledges that any violation of this policy may result in corrective action by BmB Dezines, in its sole discretion, including assessment of additional charges or disconnection or discontinuance of any and all services. In the event that BmB Dezines elects to take any corrective action, Customer shall not be entitled to a refund of any fees paid in advance prior to such corrective action.

IP Address Ownership
BmB Dezines shall maintain and control ownership of all IP numbers and addresses that may be assigned to Customer by BmB Dezines and BmB Dezines reserves, in its sole discretion, the right to change or remove any and all such IP numbers and addresses.

5. Content
BmB Dezines shall design and create the website using information and other content provided by Customer, and BmB Dezines assumes no responsibility for confirming the accuracy or proprietary quality of the content materials provided by Customer. Customer is solely responsible for: [i] the accuracy and appropriateness of the content and materials appearing within the website, [ii] ensuring that the content and materials appearing within the website do not violate or infringe upon the rights of any third party, [iii] ensuring that the content and materials appearing within the website are not or otherwise illegal, [iv] ensuring the contents and materials appearing within the website are not of a pornographic or obscene nature. [v] ensuring that the contents and materials appearing on the website do not contain any viruses, Trojan horses, worms, time bombs, or other computer programming devices which are intended to damage a user’s system or data or prevent the user from using same.

6. License
The BmB Dezines package is provided to the Customer in a non-exclusive, non-sublicenseable, perpetual, worldwide license to publicly display and perform, and digitally display its products on the Internet. Access to end use of the administrative functions of BmB Dezines is restricted to the personal and office use of Customer only, for the limited purposes of administering the website and database and utilizing the data compiled in the database in accordance with its design and intended purpose.

Customer agrees not to use the Programs for third-party training, commercial time-sharing, rental or service bureau use, or outsourcing for third parties. Customer agrees not to cause or permit the reverse engineering, disassembly or de-compilation of BmB Dezines.

Customer understands that, as part of the consideration for its license to use BmB Dezines, the BmB Dezines text will appear on Customer’s website with a link to the bmbdezines.com website. The logo shall not be altered or removed at any time.

7. Ownership/Copyright
Except for the content materials specifically provided by Customer to be integrated into its website, BmB Dezines reserves all design and programming copyrights and ownership. Rights to photos and graphics not provided by Customer, source code, work-up files, and computer programs are specifically not transferred to Customer, and remain the property of their respective owners. Customer will not copy, modify, distribute or transfer (by and means), display, sublicense, rent, reverse engineer, decompile or disassemble the BmB Dezines Properties without written permission of BmB Dezines.

BmB Dezines will at all times be and remain the sole and exclusive owner of BmB Dezines, in any format in which it is used. Except as otherwise stated in the Project Outline, the Customer agrees not to integrate BmB Dezines or parts of it with a Product or parts of a Product which are provided by the Customer or a Third Party.

8. Support
BmB Dezines support staff will troubleshoot specific programming problems that may be encountered insofar as they are related to installation and configuration in the Server environment. However, BmB Dezines support staff will not offer technical support for third-party vendor scripts, services or products.

BmB Dezines incorporate the latest computer technologies into its products, including Flash plug-ins, to enable the products to have state-of-the-art features. Not all users will have computer systems that have the degree of sophistication necessary to allow them to enjoy and experience all of the features included in the Product. BmB Dezines does not warrant that the Product, or all of its features, will be accessible to all users.

9. Limited Warranty/Liability
BmB Dezines makes every commercially reasonable effort to create its products error free but shall not incur any liability or penalty for programming bugs and errors or interruptions in the Product’s operation. BmB Dezines warrants that the Product will substantially conform to the parameters and specifications set forth in the Project Outline, provided that, and only to the extent that, Customer promptly notifies BmB Dezines in writing of any material nonconformity of the Product with such specifications within six months of the date the Product goes on line. In the event that the Product is found to be defective in such respect, and notice with respect to such defect has been given, BmB Dezines sole obligations under this warranty is to remedy such defect. If BmB Dezines fails to remedy the non-conforming Product with a reasonable period (not less than 30 days), Customer may terminate this Agreement upon notice and be entitled to money damages, not to exceed the amount of fees that have then been paid by Customer to BmB Dezines pursuant to this Agreement.

THIS WARRENTY STATED ABOVE IS A LIMITED WARRANTY AND IS THE ONLY WARRANTY MADE BY BMB DEZINES. BMB DEZINES DOES NOT MAKE, AND CUSTOMER HEREBY EXPRESSLY WAIVES, ALL OTHER WARRANTIES EXPRESSED OR IMPLIED. THERE ARE EXPRESSLY EXCLUDED ALL WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PRUPOSE. BMB DEZINES SHALL HAVE NO LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR CONSEQUENTIAL, EXEMPLARY, INCIDENTAL OR PUNITIVE DAMAGES EVEN IF IT HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THE STATED EXPRESS WARRANTY IS REMOVED FROM ALL LIABILITIES AND OBLIGATIONS OF BMB DEZINES FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DEVELOPMENT, DELIVERY, USE, OR PERFORMANCE OF THE PRODUCT. IN AY EVENT, THE LIABILITY OF BMB DEZINES TO CUSTOMER FOR ANY REASON AND UPON ANY CAUSE OF ACTION WHATSOEVER SHALL BE LIMITED TO THE AMOUNT THEN PREVIOUSLY PAID TO BMB DEZINES BY CUSTOMER. The express warranty herein, but not the exclusions and waivers of warranty contained herein, shall terminate and become null and void if any administrative settings are changed or source code modifications are made to the Product by Customer or third parties at Customer’s request or authorization, or if the operation or use of the Product is adversely affected by the introduction or installation of any software “tools”, third party products, or any other goods or services not developed or provided by BmB Dezines, without first obtaining BmB Dezines authorization or approval.

While BmB Dezines may provide services to Customer such as hosting, data storage, or internet access, Customer acknowledges that BmB Dezines exercises no control whatsoever over the content of information passing through Customer’s equipment, or through equipment or facilities used by BmB Dezines to provide such services. Customer will, at all times, use the Product and any related equipment or service that BmB Dezines may provide in compliance with all applicable laws and regulations. It is Customer’s sole responsibility to ensure that the information it transmits and receives or otherwise processes thought the Product complies with all applicable laws and regulations.

10. Delay in Completion of Product
BmB Dezines shall not incur any liability or penalty for delays in the completion of the Product due to actions or negligence of Customer, unusual transportation delays, unforeseen illness, or external forces beyond the control of BmB Dezines. If such event(s) occur, it shall entitle BmB Dezines to extend the Production Schedule dates by the time equivalent to the period of such delay.

11. Default
Each of the following is a “Default” under this Agreement:
a. Customer fails to pay any fee, charge, cost, or assessment due hereunder within 30 days of its due date.
b. Customer fails to perform any of Customer’s other obligations under this Agreement or under any other Agreement with BmB Dezines, and fails to cure the default within 30 days of written notice from BmB Dezines.
c. Customer becomes insolvent, dissolves or is dissolved, or Customer assigns its assets for the benefit of its creditors, or a petition is filed by or Customer or against Customer to have Customer declared bankrupt or to have Customer reorganized or other arrangement under any law relating to bankruptcy.
d. BmB Dezines fails to perform any of its other obligations under this Agreement and fails to cure the default within 30 days of written notice from Customer.

12. Remedies
If Customer defaults, BmB Dezines may do one or more of the following:
a. Cancel or terminate this Agreement and services or all other agreements that we have entered into with you.
b. Demand full payment of any and all sums accruing through to the end of the then current term.
c. Exercise any other right or remedy available at low or in equity.

13. Confidentiality
All correspondence will be interpreted and applied in accordance with the laws of the State of California, without regard to the conflicts of law provisions. In any action or proceeding to enforce rights under this Agreement, the prevailing party will be entitled to recover costs and attorney’s fees, whether or not a suit is actually filed.
Regardless of the place of signing of this Agreement, Customer agrees that for purposes of venue, this Agreement was entered into at Orange County, California, and any dispute will be arbitrated or otherwise adjudicated in Orange County, California. Customer hereby consents to the personal jurisdiction of the California State Courts and waives any right to or claim sovereign immunity.

Arbitration
Any dispute, controversy or claim arising out of or in connection with, or relating to, this Agreement, or the breach, termination or validity thereof, shall be finally settled by arbitration. The arbitrations shall be conducted with the commercial arbitration rules of the American Association (the “AAA”) in effect at the time of the arbitration, except as they may be modified by mutual agreement of the parties. The arbitration shall be conducted in English.

15. Transfer
Customer may not transfer or assign this Agreement without the written consent of BmB Dezines.

16. Severability
The various provisions and sub provisions of this Agreement are severable and if any provision or sub provision or part thereof is held to be unenforceable by any Arbitrator or court of competent jurisdiction, then such enforceability shall not affect the validity or enforceability of the remaining provisions or sub provisions or parts thereof.

17. Acceptance of Agreement
The above terms, specifications and conditions are hereby accepted. BmB Dezines is authorized to execute the project as outlined in this Agreement. Payment will be made as proposed herein. This Agreement is not valid until signed by Customer and returned to BmB Dezines. This Agreement (including Exhibit A) constitutes the entire agreement between the parties and supersedes all prior agreements and understandings, oral and written, and my not be modified or amended except in writing signed by both parties.
Price specified in this Agreement for continuous or recurring services (i.e. hosting and administrative services) are subject to change by BmB Dezines at any time after the expiration of six months following the Date of Agreement specified in the Agreement Details, above, upon 30 days prior written notice to Customer.