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Devani Media, Inc.
Web Site Design Project Agreement

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You (hereinafter referred to as "you" or "Credit Card Holder" or "Client") , Devani Media, Inc. (hereinafter referred to as "Devani Media" or "Devani", "our", "us" or "we"), written proposal (referred to as "Proposal"), this Web Site Design Project Agreement located at http://www.devanimedia.com/legalagreement.html, and SEO Agreement  located at http://www.devanimedia.com/seoagreement.html (hereinafter referred to as Proposal E , only if SEO service is requested).

(A) You are consenting to our Terms and Conditions electronically. "Terms & Conditions" means this agreement (including the service & price details contained on our written proposal also known as "Proposal"), SEO Agreement also known as Proposal E , notices of change in terms relating to this agreement, new account agreements, account notifications, and any disclosures required now or in the future by applicable regulation.

(B) Your agreement to our Terms & Conditions is made effective as of the date of you clicking "I agree", or logging on, or signing "Proposal" or "Proposal E", or making Payment, or the date of electronic acceptance. When our Terms & Conditions are made effective you signify that you have read, understand, acknowledge and agree to be bound by our "Terms & Conditions".

(C) In Lieu of this Electronic "Terms & Conditions", You have a right to request a paper copy of these Terms & Conditions before signing up. If you want a paper copy, please talk to one of our sales Representatives or call us toll-free at 1-877-650-6032 and we will send you a paper copy via email, mail or fax.

(D) You have the right to decline this agreement and not receive them electronically. If you wish to make that choice, do not click "I agree" or Process Order or Sign ("Proposal") and do not make any payments. Call a Sales representative instead. Call us toll-free at 1-877-650-6032. If you decline this agreement electronically your order will not be processed until we receive your signed agreement.

(E) By clicking "I agree" or logging on or signing "Proposal" or making Payment, you are confirming that you can access and read all of this agreement and consent to use of this electronic method of contract acceptance under the U.S. Electronic Signatures in Global and National Commerce Act (E-SIGN).
(F) You may use the "Contact Us" feature to update information needed to contact you electronically. You should print a copy of this agreement and retain it for future reference.


For your convenience, "Terms & Conditions" consists of the following parts:

1

Authorization. Client is engaging Devani Media, as an independent contractor for the specific purpose of designing a World Wide Web site (hereinafter referred to as "Web Design Project") to be published on Our web hosting or the Client's account on an Internet Service Provider(ISP) computer, hereinafter refer to as "Hosting Service", or provided on diskette at the Client's option. If published on the Client's ISP, the Client hereby authorizes Devani Media to access this account, and authorizes the Hosting Service to provide Devani Media and its employees, 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

Browser Compatibility - Designing a web site to fully work in multiple browsers (and browser versions & resolutions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. Devani Media represents and warrants that the web site we design for you will work in:

Microsoft® Internet Explorer versions 9 and up
FireFox 20.0 and up

3

Assignment of Web Design Project. Devani Media reserves the right, and you hereby agree, to assign local or international subcontractors to this Web Design Project to insure that the terms of this agreement are met as well as on-time completion.

4

Copyrights and Trademarks. The Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Devani Media 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, indemnify and defend Devani Media , its employees and its subcontractors from any liability (including attorney's fees and court costs), including any claim or suit, threatened or actual, arising from the use of such elements furnished by the Client.

5

Web Site Maintenance. This agreement allows for minor web site maintenance to pages over a 12 month period at a cost of $45/hour, including updating links and making minor changes to a sentence or paragraph. It does not include replacing nearly all the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, attempted updates by Client repairs or Web Design Projects delivered to Client via diskette. The period of 12 months begins on the date the Client's web design site is available to be published to Devani Media's or the Client's hosting service or 30 days from the date this agreement was signed, which ever comes first. If the Client's web design package includes database access using ASP or PHP, then very minor page code changes will be accepted under this web site maintenance plan, major page code and/or database structural changes will be charged at then hourly rates.

6

Completion Date. Devani Media and the Client must work together to complete the Web Design Project in a timely manner. Devani Media agrees to work expeditiously to complete the Web Design Project as specified in the "Proposal" after Client has submitted all necessary contents and filled in the mandatory web design questionnaire. The Client is expected to supply Devani Media with complete text and graphics content in an easy electronic format for this Web Design Project as soon as possible for Devani Media to finish the website on time. The Client is responsible to provide entire content in a timely manner and understands that Devani Media will not be responsible if the Web Design Project remains largely unfinished or is delayed, due to his or her own inaction. The delays can also occur if any milestone that requires Client action, such as approving design mockups or web design changes is not acknowledged on time. This is a bilateral contract which means if the project is delayed, beyond the time specified in "Proposal" due to Clients inaction, such as delay in sending initial or on going instructions & contents, Devani Media may not work expeditiously to finish the project in accordance with Clients new deadlines. An additional charge at rates specified in the "Proposal" may be applicable. All of our turnaround times are estimates only and NOT guarantees. Please keep in mind that there are several different things that can delay the web design process that are out of our control. The turnaround times that we give are based on actual statistics of jobs we have done in the past and are NOT guaranteed. Under no circumstances will a refund be honored for a delay in our estimated turnaround time and this should not constitute a breach of this contract.

7

Project Delivery. The final web site design project will be published to Devani Media's or the Client's hosting service upon receipt of full final payment or delivered via diskette upon the receipt of full final payment. The Client understands that if Client does not choose the hosting service provided by Devani Media, the Client agrees to select a hosting service which allows Devani Media full access to the Client's account via FTP. The Client will be solely responsible for any and all hosting service charges in that case. Configuring feedback forms on sites not hosted by Devani Media requires additional scripting efforts and would be charged at hourly rate as specified in the Proposal. Client acknowledges that unless otherwise specified in writing by Devani Media, add-ons services will require MySQL Database Hosting on Linux Operating System.

Publishing: 1) Devani Media will Publish/Host the site on its servers if client chooses Devani Media to provide Hosting Service. 2) Devani Media will Publish/Host the site on any servers if client does not choose Devani Media to provide Hosting Service only if it has the full access to the Client's account via FTP.

Diskette: The Client assumes all responsibility for the use and functionality of the Web Design Project.

8

Electronic Commerce Laws. The Client agrees that the Client is solely responsible for complying with any laws, taxes, and tariffs applicable in any way to the Web Design Project or any other services contemplated herein, and will hold harmless, protect, and defend Devani Media, its employees and its subcontractors from any claim, suit, penalty, tax, fine, penalty, or tariff arising from the Client's exercise of Internet electronic commerce and/or any failure to comply with any such laws, taxes, and tariffs.

9

Web Design Project Copyright. The Client will be assigned rights to use the Web Design Project as a web site perpetually, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, work-up files, and computer programs are specifically not transferred to the Client, and remain the property of their respective owners. Devani Media and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios. By submitting content for your design to us, you grant us an unrestricted license to use the content for the purpose of creating your design, and to display screenshots of your design online, in marketing materials, or in any other manner.

THIRD-PARTY IMAGES AND SOFTWARE

As part of the Services, you may be allowed to use certain photographs, illustrations, or other images and/or software, widgets, or other applications developed, owned, or licensed by third-party providers that we may use to develop your Web Design Project or that we may contract with. Devani Media, Inc. does not and can not transfer rights of any third-party images/software.

Your use of third-party images/software is subject to our agreement with the providers. If third-party images/software are accompanied by or require consent to a service or license agreement from the provider, your use of the images/software is subject to such service or license agreement, which are in addition to (not in lieu of) the terms and conditions of this Agreement.

You acknowledge and agree that the third-party images/software have not been sold or distributed to you, and that you may use the images/software only as part of the Web Design Project to use as a website perpetually, or as part of our services.

Use of Third-Party Software: When using third-party software, note that Devani Media, Inc. has no control over the actions of third-party providers. Any updates or other changes they may make that effect your website, application, business, etc. are done at the discretion of the owners of the third-party software. In no event will Devani Media, Inc. be liable to the Client or any third-party for any direct, indirect or consequential damages.

The third-party providers (and their affiliates and suppliers) make no representations or warranties about any third-party software offered in connection with the Web Design Project or services, and expressly disclaim any liability or damages (whether direct, indirect, or consequential) arising from the use of the third-party software.

Except for the content provided by you, Designs created on your behalf by us and/or by third-party providers belong to us and/or the third-party providers respectively. All such Designs and copies are subject to copyright, trademark, patent, and other intellectual property laws of the United States and foreign countries. You are granted license to use the Design created for you once final payment under this agreement and any additional charges incurred have been paid. Cancellation of your Services and/or agreement, and/or an unpaid balance terminates your license to use the Design created for you.

We reserve the right to modify, change, or discontinue use of the Images/Software at any time, and you agree to cooperate in performing any steps necessary in connection with this.

You agree to prevent any unauthorized copying of your Design. Unless otherwise specifically provided in this Agreement, no right or license under any copyright, trademark, patent, or other intellectual property right or license is granted by this Agreement. We reserve all rights not expressly granted in this Agreement.

10

Payments. Payments must be made promptly based on the terms of this Web Site Design Project as specified in the "Proposal". Devani Media 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 (including all attorney's fees and court costs) incurred by that process. Regardless of the place of signing of this agreement, the Client agrees that for purposes of venue, this agreement was entered into in NY, Unites States and any dispute will be litigated or arbitrated in NY, United States, and the Client hereby consents to the personal jurisdiction of the Dutchess County, New York Courts. Client unconditionally and personally guarantees the payments. Furthermore, the Client waives any right to or claim of sovereign immunity. Devani Media reserves rights to report all good and bad accounts to all credit reporting agencies. Adding of Meta Tags (Description and Keywords) and the submission of the Web Design Project to Web search engines and updating should occur only after the full final payment is made. All payments will be made in U.S. Dollars.

11

Payment Schedule. Payment for services provided hereby shall be made in accordance with the conditions contained in this contract and "Proposal", and made a part of this agreement hereof. Notwithstanding any prices listed in literature or on Web pages, the Client and Devani Media agree that the services described in this contract, shall be completed at a cost specified in the "Proposal". Devani Media requires at least 50% of the total amount due before starting work on a web site design. Devani Media sends all invoices via email only and all invoices are due on presentation. In case any invoice is overdue for more than 10 days, Devani Media reserves the right to stop work without any further communication, at that time a $100 late fee will be applied in addition to 1.5%/mo interest on outstanding balance. All payments should be made to Devani Media Inc. and all pricing is in US dollars.

12

Refund Policy. Devani Media guarantees your satisfaction. Our refund policy works as below:

100% Refund, If Requested

  • Prior to showing of any requested revisions, no questions asked, or
  • Before 2nd round of revision request.
  • Applicable to all plans.

Refund Restrictions

  • Refund Policy applicable to all purchases made on or after March 16,2013 only.
  • Refund is not allowed once two rounds of revisions are requested.
  • Refund must be requested within 7 calendar days from date of order.
  • Refund not applicable on domain registration fees.
  • Refund not applicable for express service clients.
  • Refund must be requested in writing.
  • Refund not applicable on updates and add-ons on existing website.

13

Designing Website. Once the Advance payments are received, Devani Media would make reasonable changes until the client is satisfied. Once the website is approved, and the Client needs to change it, additional cost may be applicable on hourly bases at the rate quoted in the "Proposal". Music integration in the website will cost fifty US Dollars per Music; Video integration will cost fifty US Dollars per Video. A page would be defined by maximum of 300 words and prorated there after depending upon the applicable cost per page. There will be a maximum of five pictures in a page & ten outside links per page. Anything extra will be charged at five US Dollars per picture and five US dollars per link. Internal navigation page links will be limited to the package selected, for instance a  five page website will have a maximum of five internal navigational links, Additional navigational links without content will be charged thirty US Dollars per link. As a part of web design project Devani Media agrees to make a standard feedback form with up to a maximum of 3 fields for name, email and message. Extra form fields will be an additional cost at the hourly rate quoted in the "Proposal".  Client with CMS sites would have ability to change certain text and only in the content area of the website. A credit statement (Example: Web Design by Devani Media) with a link will appear on all pages in the footer of all websites designed or powered by Devani Media. A $100 US surcharge would be payable if the link is asked to be removed. Removing the link without prior approval of Devani Media would be breach of this contract.

14

Other Professional Services. Clients who opt for website content writing assistance agrees to provide Devani Media with their content summary or highlight points. Clients who opt for article writing agree to provide Devani Media with relevant keywords. Articles and website content will be professionally written and will be free of any grammatical errors. Devani Media may charge a revision cost at hourly rate as specified in the Proposal if revision is requested after submission. Clients who buy Content Management System based web design understand that such websites are done in Wordpress 6.2, unless otherwise mutually agreed in writing.

15

Legal Notice. Notwithstanding anything to the contrary contained in this contract, neither Devani Media nor any of its employees or agents, 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. We make no representations or warranties about any third-party Images/Software offered in connection with our services, and expressly disclaim any liability or responsibility regarding third-party Images/Software. In no event will Devani Media or its employees will be  liable to the Client or any third party for any damages, including, but not limited to, service interruptions caused by Acts of God, the Hosting Service or any other circumstances beyond our reasonable control, any lost profits, lost savings or other incidental, consequential, punitive, 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 your site visitor's computer or Internet software, even if Devani Media has been advised of the possibility of such damages.
In addition, you acknowledge and agree that in no event will Devani Media's total aggregate liability exceed the total amount paid by you for the particular services that are the subject of the cause of action.

16

This Agreement. This legal agreement ,the "Proposal" and Proposal E constitutes the sole agreement between Devani Media and the Client regarding this Web Design Project. After the initial 7 day Refund Guarantee period, this contract can only be canceled at the sole discretion of Devani Media. Any additional work not specified in this agreement or any other amendment or modification to this agreement must be authorized by a written request signed or agreed via email by both Client and Devani Media.  All prices specified in this contract will be honored for 3 months after both parties agree to the contract. Continued services after that time will require a new agreement.

The undersigned hereby agree to the terms, conditions and stipulations of this agreement.

This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and agreed by both parties.

AGREED TO:

By Client (Electronically Consent – IP, Time and Date is Logged) – No Signature Needed

Duly Authorized

Devani Media, Inc. ( Dutchess County, New York ) - No Signature Needed , Valid only After Receipt of Advance Payment