This Agreement assumes that all text is provided by Licensee in electronic format (.txt on floppy, e-mail or ftp retrievable), all photographs and other graphics are provided in high quality print suitable for scanning or on a floppy in a .gif, .jpeg, .cdr, .ai format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media and outside facility charges.

Permission and Copyright

The license will obtain all the necessary permissions and authorities in respect of the use of all copy, graphic images, registered company logos, names and trademarks or any other supplied material. Every contract for page design and placement shall be regarded as a guarantee by the licensee to *Contracting Company*. that all such permissions and authorities have been obtained. Evidence of permissions and authorities may be requested.

Licensed Code

This Agreement includes code elements being custom created for Licensee and are based on toolboxes of techniques and pre-developed code that is property of *Contracting Company*. or one of its contractors. This software technology is licensed to the Licensee for a one-time fee and is limited to installation and usage by that Licensee only on one "site" of connected documents on one "server". Such code may not be distributed, modified or re-licensed without the express written consent of *Contracting Company*.

Access Requirements

In order to install the design in question, *Contracting Company*. must be granted read/write access to Licensee’s storage directories; those directories must be accessible via FTP. Depending on the project, other resources might have to be configured on the server end (for scripts, imagemaps, etc.).

Right To Remove

By signing this Agreement, Licensee agrees to give *Contracting Company*. or its appointed agents "on demand" access to the installed designs and LICENSEE further agrees that *Contracting Company*. shall have the right to remove that design from public posting for failure to adhere to the terms of this Agreement, including violating any licensing agreements or failure to pay fees duly assessed.

Payment Terms

All advertising/maintenance fees are shall be payable in advance prior to having the advertising site being placed on the World Wide Web. No bills or invoices will be sent by *Contracting Company*. for advertising/maintenance fees. Once a maintenance fee is past due, the Licensee must pay a $15 update fee to reinstate service. Insufficient funds will require a $20 processing fee to reactivate the subscription in addition to the $15 update fee. Rates and services are subject to change without prior written notice from *Contracting Company*.

Post Placement Alterations

*Contracting Company*. cannot accept responsibility for any alterations caused by third party occurring to the licensee’s pages once placed. Such alterations include, but are not limited to additions, modifications, or deletions.

Design Credit

A link to *Contracting Company*. will appear in small type at the bottom of each page on the site.

Refusal To Service

*Contracting Company*. reserves the right to refuse service for any Ad or material that the Company feels are not legal, moral or in the best interest of the Company or Subscribers, but the Company is not responsible for content of any Ad materials. The Company may cancel this Agreement for failure of Licensee to abide by its terms.

Alterations in Terms and Conditions

*Contracting Company*. reserves the right to change the terms and conditions of the acceptance of future orders for authoring and placement of licensee’s pages.

Cancellations

Cancellation of orders for authoring or placement may, in the first instance, be made by telephone or e-mail, but must be confirmed in writing or by fax. The licensee will be invoiced for authoring work completed to the date of first notice of cancellation for payment in full within 30 days. The full invoiced amount of the order must be paid if the cancellation is not received in writing or by fax within 10 working days.

Acceptance of Terms and Conditions

The placement of an order or contract for the authoring or placement of pages with *Contracting Company*. will be regarded as an acceptance of all the above terms and conditions. Orders may be placed, in the first instance, by telephone or e-mail and must be confirmed in writing or by fax, including a signed copy of these terms and conditions.

Governing Law

This Agreement shall be governed by the laws of the State of Florida which shall claim venue and jurisdiction for any legal motion or claim arising from this Agreement. This Agreement is void where prohibited by law.

Copyrights and Trademarks

*Contracting Company*. will produce, display or create derivative works from licensee’s material except as provided in these terms and conditions. However, licensee acknowledges and agrees that *Contracting Company*. and ST Publications, Inc. have no control over, and will not be liable for, the unlawful acts of others who access licensee’s installed and publicly posted material.

Customer Review

*Contracting Company*. will provide licensee with an opportunity to review the appearance and content of licensee’s materials once they are scripted. Such scripted materials will be deemed to be accepted and approved unless licensee notifies *Contracting Company*. otherwise within ten days of the date *Contracting Company*. sends proofs of such scripted materials to customer via e-mail or fax.

Turnaround Time

*Contracting Company*. will install and publicly post licensee’s material within three weeks of the date payment is received from licensee, unless otherwise notified by licensee.

Impossibility of Performance

Licensee acknowledges and agrees that *Contracting Company*. cannot guarantee the absence of service interruptions caused by Acts of God or other circumstances beyond its control including, but not limited to, telecommunications problems.

*Company Name* Name: Title: Date:

*Contracting Company* Name: Title: Date: