You must fully review and agree to the following facts, terms and conditions set forth by J Mank Design.

1. Time for Payment

Deposit is due (half) upon acceptance of proposal and (half) is due upon receipt, acceptance of the Deliverable, or before training occurs with J Mank Design whichever comes first. A 5% monthly service charge is payable on all overdue balances. The grant of any license, use of the website, or right of copy is conditioned on receipt of full payment.

Should the project, at the client’s request, become inactive or be delayed for reason outside the control of J Mank Design or if client becomes unresponsive or fails to provide timely feedback without providing any advance notice for a period not to exceed 10 calendar days, J Mank Design will immediately bill for all work it has performed to date on the project. J Mank Design will suspend any further work on the project from that point forward, pending communication from client. Client expressly agrees to pay for all billable work up to the date that J Mank Design receives written notice of client’s intent to inactivate or delay the project or after 10 calendar days of client being unresponsive to requests from J Mank Design.

2. Default in Payment

CLIENT agrees hereby to assume full responsibility for any and all fees associated with the collection of any outstanding balance due under this contract including any legal fees necessitated by default in payment. Additionally, J Mank Design expressly reserves the right to deactivate the site until payment is collected.

3. Expenses

CLIENT shall reimburse J Mank Design for all expenses, which can include stock imagery, arising from this assignment. This will include the payment of any sales taxes due on this assignment.

4. Internet Access

Access to the Internet will be provided by a separate Internet Service Provider (ISP) to be contracted by CLIENT and who will not be party to this agreement.

5. Progress Reports

J Mank Design shall contact the CLIENT by phone, text or email to report all tasks completed, problems encountered, and recommended changes related to the development and testing of the website. J Mank Design shall inform CLIENT promptly by phone, text or email upon discovery of any event or a problem that may significantly delay the development of work.

6. Changes or Revisions

J Mank Design shall deliver to CLIENT the website developed by J Mank Design in accordance with terms specified in this contract. CLIENT shall be provided one (1) opportunity to alter the proposed website design and copy. Any additional alterations beyond the aforementioned alteration will result in an increase in the total charges due.

7. Testing and Acceptance Procedures

J Mank Design will make every good faith effort to test all deliverables thoroughly and make all necessary corrections as a result of such testing prior to handing over the deliverables to CLIENT. Upon receipt of the deliverables, CLIENT shall either accept the deliverable and make the milestone payment set forth herein or provide J Mank Design with written or e-mail notice of any in scope corrections to be made. If CLIENT and J Mank Design agree on the changes, a new target completion date will be agreed upon. J Mank Design and CLIENT shall each designate one representative as the only designated persons who will send and accept all deliverables and receivables and make all communications between J Mank Design and CLIENT Neither party shall have any obligation to consider for approval, nor respond to materials submitted, other than through the designated persons. Each party has the right to change its designated person upon two (2) days written notice to the other.

8. Warranty Period

J Mank Design will provide CLIENT reasonable technical support and assistance to maintain and update the website on the Internet during the warranty period of five (5) business days after publishing the site to its final domain name. Such assistance shall not exceed two (2) hours. The warranty period shall not include the development of enhancements of the originally contracted project.

9. Website Maintenance and Hosting

After the expiration of the Warranty Period (5 business days after publishing the site), CLIENT may opt to enter into a new agreement for website maintenance wherein J Mank Design agrees to provide reasonable technical support and assistance to maintain and update the website for an agreed fee after the last day of the Warranty Period. You may authorize J Mank Design to bill a credit card of your choice on the same day of every month for your monthly hosting fees. The website will be hosted on a shared server in a data center and will include monthly hosting fees at a minimum of $50 per month ($600 annually) unless otherwise stated.

Your site must be hosted with J Mank Design in order to function properly.

This hosting agreement renews every 12 months unless cancelled by you upon 30 days written notice. There are no refunds for hosting cancelled at any time during the 12 month contract. You may choose not to renew any hosting by sending written notice to:

J Mank Design
17715 Danner Road
Pleasant Plains, IL 62677

Or emailing a written confirmation of cancellation to:

julie@jmankdesign.com

J Mank Design will only make DNS changes to domain names registered under their account at Godaddy.com. For domains registered elsewhere, clients are responsible for making any and all DNS changes to take their site live upon completion. J Mank Design will provide client with the appropriate 'a' record information.

10. Disruption in Service

The Internet is a complex worldwide network consisting of tens of thousands of connecting points and networks and possibilities for outages both in and beyond J Mank Design’s control. J Mank Design will not be held liable for any network outages, down time, nor damages resulting from network outages.

11. Enhancements

Under the maintenance agreement, if CLIENT wishes to modify the website, J Mank Design shall be given first option to provide a bid to perform such enhancements. J Mank Design is not responsible for errors or problems that occur to the website as a result of CLIENT modifying the site in anyway. J Mank Design will attempt to correct any problems caused by CLIENT for an hourly fee of $50; however, there is no guarantee that J Mank Design will be able to correct any or all problems that result from CLIENT modifying the website.

12. Confidential Information

CLIENT and J Mank Design agree to disclose only Confidential Information that is required for the performance of obligations under the Agreement. For purposes of this Agreement, the term "Confidential Information" means all information which is not generally known and which: (i) is obtained by J Mank Design from CLIENT or from any agent of CLIENT, or which is learned, discovered, developed, conceived, originated, or prepared by J Mank Design during the term of this agreement with client and (ii) relates directly to the business or assets of client and which otherwise would not have been discoverable. The term "Confidential Information" shall include, but shall not be limited to: inventions, discoveries, trade secrets, know-how, computer software codes, designs, routines, algorithms, structures, and product information; research and development information; lists of clients and other information relating thereto; financial data and information; business plans, processes, and methodologies; and any other information regarding client which client informs J Mank Design, or which J Mank Design should know by virtue of this agreement is to be kept confidential.

13. Password

J Mank Design will provide a secure, password-protected manager console from which you, the CLIENT, may update, add to and remove items as well as retrieve orders placed. You must keep your password private at all times. If your password is compromised and you cannot change it using the manager console, you agree to contact J Mank Design immediately to change your password.

14. Breach

If CLIENT is in breach of any provision of this Agreement, J Mank Design may exercise its rights to defend itself in the event that client makes any claim whatsoever against J Mank Design in relation to this Agreement or enforce the provisions of this Agreement.

15. Cancellation

In the event of cancellation of this Agreement for any reason whatsoever, ownership of the website, all copyrights and any artwork shall be retained by J Mank Design. If more than 50% of the work on the website has been substantially completed, client will be billed a cancellation fee equal to the total amount of billable work completed to that point. CLIENT hereby expressly agrees to pay the amount billed for all services performed by J Mank Design in reliance on this Agreement prior to J Mank Design either sending or receiving notice of cancellation.

16. Termination

J Mank Design will strive to provide all the services herein described whenever possible, and wishes to avoid any termination of this Agreement by any party to the Agreement. However, J Mank Design may terminate this Agreement for convenience, at any time and for any reason or no reason at all. If CLIENT fails to comply with any of the material provisions of this Agreement, or of any specific instructions or demands made by J Mank Design pursuant to performing the work described in this Agreement, or otherwise breaches any provision of this Agreement, J Mank Design may terminate this Agreement. Upon termination of this Agreement for any reason, all amounts billable and due, including any penalties or additional charges allowed for hereunder, must be paid by CLIENT. If CLIENT fails to pay all amounts due within the time frames required for payment as described herein, J Mank Design may exercise any and all rights and remedies available to J Mank Design at law or in equity to collect all such amounts owed.

CLIENT acknowledges that the deposit of 50% of initially estimated full price is nonrefundable and CLIENT agrees that it is not entitled to a refund of any part of the deposit.

17. Copy-Protection and Intellectual Property and Warranty of Originality

CLIENT must copy-protect all final art and site design and site content that is the subject of this agreement against duplication or alteration. CLIENT authorizes J Mank Design to use all content and pictures gathered through CLIENT in meetings, via phone conference, emails, texts, faxes, or other forms of communication to be used on the website. CLIENT shall indemnify, defend, and hold harmless J Mank Design, its affiliates, officers, directors, employees, consultants, and agents from any and all third party claims, liability, damages, and/or costs (including, but not limited to, reasonable attorneys fees) arising from or relating to: the breach of any warranty, representation or covenant by J Mank Design, or anything in connection with this agreement that infringes or violates any third party’s copyright, patent, trade secret, trademark, right of publicity or contains any defamatory content.

J Mank Design warrants and represents that, to the best of the company’s knowledge, the work assigned hereunder is original, or that consent has been properly obtained. J Mank Design has full authority to make this agreement; and that the work prepared by J Mank Design does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that CLIENT or others make of J Mank Design's product that may infringe on the rights of others.

CLIENT AGREES THAT IT WILL HOLD J Mank Design HARMLESS FOR ALL LIABILITY CAUSED BY THE USE OF J Mank Design PRODUCT TO THE EXTENT SUCH USE INFRINGES ON THE RIGHTS OF OTHERS.

18. Unauthorized Use and Program Licenses

CLIENT will indemnify J Mank Design against all claims and expenses arising from uses for which CLIENT does not have rights or authority to use. CLIENT will be responsible for payment of any special licensing fees for software or royalty fees resulting from the use of graphics or software programs that require such payment.

19. Limitation of Liability

CLIENT expressly understands and agrees that under no circumstances shall J Mank Design, or its licensors, be liable for any direct, indirect, incidental, consequential, special, exemplary, and punitive damages (even if J Mank Design has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on the products and services, from inability to use the products and services, or from the interruption, suspension, or termination of the products and services (including such damages incurred by third parties). This limitation applies whether the alleged liability is based on contract, tort, negligence, strict liability, or any other basis, such limitation of liability shall apply to the fullest extent permitted by law.

Under no circumstances shall J Mank Design be held liable for any delay or failure in performance resulting directly or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non- performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.

Because some jurisdictions do not allow the exclusion or limitation of incidental or consequential damages, J Mank Design's liability in such jurisdictions shall be limited to the extent permitted by law.

20. Indemnification

CLIENT shall indemnify and hold J Mank Design harmless from and against any and all claims, losses, damages, suits, fees, judgments, costs and expenses (including attorneys' fees and court costs) brought or caused by CLIENT or any third party which J Mank Design may suffer or incur arising out of or in connection with any claim that a party hereto breached the terms of this Agreement, which may include but is not limited to the use, copying, or distribution of Confidential Information or any portion thereof by the party in breach.

In the event that CLIENT is in breach and in any way enjoys any benefit from using the Confidential Information of J Mank Design, CLIENT shall promptly, at its expense, pay to J Mank Design all monies or other tangible benefits earned with relation to the use of such Confidential Information, including, but not limited to the payment of any royalties.

21. Disclaimer Of Warranties

The products and services are provided "as is" and "as available" for your use. The products and services are provided without warranties of any kind except for the five (5) business day warranty mentioned above. All expressed, implied, and statutory warranties, including, without limitation, the warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, are expressly disclaimed to the fullest extent permitted by law. J Mank Design disclaims any warranties for the security, reliability, timeliness, and performance of the products and services.

You expressly understand and agree that J Mank Design disclaims any and all responsibility or liability for the accuracy, content, completeness, legality, reliability, operability, or availability of information or material in the products and services. J Mank Design disclaims any responsibility for the deletion, failure to store, mis-delivery, or untimely delivery of any information or material. J Mank Design disclaims any responsibility or liability for any harm resulting from downloading or accessing any information or material through the products and services, including, without limitation, for harm caused by viruses or similar contamination or destructive features.

Because some jurisdictions do not permit the exclusion of certain warranties, these exclusions may not apply to you.

22. Jurisdiction

The validity, construction, and effect of this agreement shall be governed by the applicable laws of the United States and the laws of the State of Illinois, without reference to its rules governing conflicts of law or choice of law. Any dispute arising from or in connection with this agreement shall be subject to the exclusive jurisdiction of the United States District Court for the Central District of Illinois, or, if such court lacks subject matter jurisdiction, the Circuit Court of Sangamon County, Illinois. Further, J Mank Design and CLIENT consent to exclusive personal and subject matter jurisdiction in such courts and waive any claim that either of such courts is not a convenient forum.

23. Permission

In order to permit J Mank Design to perform its services under this agreement, CLIENT agrees to allow J Mank Design the right to enter its original website only when authorized to access its database and/or copy code, content or other information as necessary solely for the purposes of providing services to CLIENT required by this agreement.

During the term of this agreement and for one (1) subsequent thereto, neither party shall, without the other party's prior written approval, knowingly solicit for employment any employee of the other party. The foregoing provision will not prohibit a general solicitation of employment in the ordinary course of business or prevent either party from employing any employee who contacts such party without any direct or indirect solicitation or encouragement from such party.

J Mank Design retains ownership of the copyright and patents to all custom code developed under this agreement as well as its trademarks.

Client warrants that any content, designs, photographs, other textual or electronic material that is provides to J Mank Design for your site is original, in the public domain or that Client is otherwise authorized to use and publish such material. Client further warrants that there are no pending or threatened infringement claims based on such material. Client agrees to indemnify and hold J Mank Design, its affiliates, subsidiaries trustees, officers, directors, employees, and agents, past and present, harmless against any claim, suit, loss, liability and/or expense, including reasonable attorney's fees, arising out of or relating to any breach of the above-mentioned warranties.

J Mank Design reserves the right to display said website as part of their portfolio published on their website, social media, and any paper documentation.