UNG4U WEB DEVELOPMENT CONTRACT I. ADULT, WAREZ, HATE WEBSITES UNG4U does not create web sites with Adult Material, Warez, or Hate websites. Customer agrees to hold UNG4U blameless for links or contents added to customer’s site after UNG4U has transferred ownership. Customer agrees to defend UNG4U against derogatory reports that may ensue as a result of the above materials being added to a website designed by UNG4U. UNG4U maintains its position that it does not approve of, condone or associate with such material, groups or beliefs. UNG4U defines "Adult Material" as any of the following: 1. Any photos or videos showing nudity on either men or women. 2. Any audio clips or text containing sexually explicit material. 3. Any file that is sexually explicit in nature. UNG4U defines "Warez" as any of the following: 1. Illegal or pirated software that has not been purchased. 2. Software that was given to another by a friend or co-worker to make copies of and re- distributed. 3. MP3's - This is the most common format of illegal copies of copyrighted music. UNG4U defines “Hate” as any of the following: 1. Any derogatory of defamatory statements with respect to any ethnic or religious groups. 2. Any material that advocate or encourages violence or discriminatory acts towards any group. 3. Any site that projects contempt, hatred, anguish, or malice towards any persons based on race, ethnicity, sex or creed. We also prohibit the following: 1. Creating sites with direct links to other sites containing such material. 2. Creating any site engaged in the sale of sexually explicit items. In addition we reserve the right to determine what might be considered "sexually explicit" or "sexually related". If you are unsure of the material that you maintain, please contact us. II. BANDWIDTH STEALING UNG4U will not provide links or pictures that in any way is for the purpose of off-loading bandwidth usage of another site. III. RESPONSIBILITY AND CONTROL Customer shall inspect and monitor Customer's own collection of text, files, graphics, and other assorted electronic information before submission to UNG4U’s. Any materials that may be deemed questionable need to be approved by UNG4U prior to official submission. Customer shall be solely responsible for the handling, processing or filling any customer orders generated by Customer's Webspace, if any, and for handling customer inquiries and/or complaints arising there from. UNG4U shall not be liable for any taxes or other fees to be paid in accordance with or related to the handling, processing or filling of customer orders or the sales generated from Customer's Webspace. Customer agrees to take full responsibility for all taxes and fees of any nature associated with such products sold. Once website has been completed, uploaded and transferred to Customer for maintenance, UNG4U shall not be held responsible for content placed on the website by the Customer. IV. MATERIAL AND PRODUCTS Customer will provide their material and data in a condition that is in a form requiring little or no additional manipulation on the part of UNG4U. UNG4U shall make no effort to validate this information for content, correctness or usability. Maintaining Customer’s website requires a certain level of knowledge in the use of Internet languages, protocols, and software. This level of knowledge varies depending on the anticipated use and desired content of Customer's Webspace by the Customer. Customer agrees that it is not the responsibility of UNG4U to provide this knowledge or customer support outside of the service defined in this Agreement. UNG4U will exercise no control whatsoever over the content of the information passing through the ISP selected by the Customer. UNG4U makes no warranties or representations of any kind, whether expressed or implied for the service it is providing, including but not limited to implied warranties of merchantability and fitness for a particular purpose. UNG4U will not be responsible for any damages that may be suffered by the Customer, including loss of data resulting from delays, non-deliveries or service interruptions by any cause or errors or omissions of the Customer. Use of any information obtained by way of UNG4U is at the Customer's own risk, and UNG4U specifically denies any responsibility for the accuracy or quality of information obtained through its services. UNG4U specifically denies any responsibilities for any damages arising as a consequence of such unavailability. In the event that Customer material is not in usable form UNG4U may, at its option and at any time, reject this material. Additional fees may incur should such acts require extensive actions on UNG4U part. UNG4U agrees to notify the Customer immediately of its refusal of the material and afford Customer the opportunity to amend or modify the material to satisfy the needs and/or requirements of UNG4U. If the Customer fails to modify the material, as directed by UNG4U, within a reasonable period of time, which shall be determined between the parties themselves, the Agreement shall be deemed to be terminated. V. PAYMENT POLICIES, TERMS AND FEES All accounts are initially set up on a deposit basis. Upon the completion and successful transfer of website to Customer’s elected Internet Service Provider (ISP), the remaining balance for services render shall be paid in full to UNG4U. All pricing is guaranteed for the terms agreed upon by both the Customer and UNG4U. UNG4U reserves the right to change prices at any time, unless other terms have been agreed upon. Any account not brought current within a week (7 days) of e-mail notice or exceeding this time frame in any way is subject to legal actions. The customer is responsible for all money owed on the account from the time it was established to the time that the customer notifies UNG4U in writing for a request for termination of services. All payments are in U.S. currency. All payments made by personal/business check are subject to a twenty-five dollar ($25) return check fee. VI. HARDWARE, EQUIPMENT & SOFTWARE UNG4U has the necessary software and hardware needed to successfully create, test, and debug all websites designed by our service. They also will provide the necessary file transfer protocol (FTP) software to fully upload the initial website to the Customer’s chosen Internet Service Provider (ISP). Customer is hereby responsible for obtaining the necessary software needed to maintain web site or may opt to utilize UNG4U’s maintenance service for a fee set by UNG4U. VII. CANCELLATION AND TERMINATION OF SERVICES UNG4U reserves the right to cancel service at any time. All fees paid in advance of cancellation will be pro-rated and paid by UNG4U if UNG4U institutes it's right of cancellation and no violation of this agreement has occurred. Any violation of policies that results in extra costs will be billed to the customer. Due to security concerns, all account cancellations must be done in writing via US mail or fax with a valid signature of the primary contact of the account, account name, reason for cancellation. Phone requests will not constitute acceptance of any cancellation. If payment was made by check or bank transfer, include the zip/postal code of the primary contact. Payment will be made by company check or credit card reimbursement within 15 working days of receipt of cancellation. VIII. LAWFUL PURPOSE UNG4U reserves the right to refuse service to anyone. Customers may only use UNG4U service for lawful purpose. Transmission of any material in violation of any Federal, State or Local regulation is prohibited. This includes, but is not limited to copyrighted material, material legally judged to be threatening or obscene, and material protected by trade secrets. UNG4U expressly forbids anyone from using UNG4U services for the propagation, distribution, housing, processing, storing, or otherwise handling in any way lewd, obscene, or pornographic material, or any other material which we deem to be objectionable, including, but not limited to, pornography, satanic or occult materials, and any and all materials of an adult nature. The designation of any materials as such described above is left entirely to the discretion of UNG4U management. IX. LIMITED LIABILITY Customer expressly agrees that a website created by UNG4U is at Customer's sole risk. Neither UNG4U, its employees, affiliates, agents, third party information providers, merchants licensors or the like, warrant that the Web Server hosting Customer’s site service will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of the Server service or as to the accuracy, reliability or content of any information service or merchandise contained in or provided through the web site designed by UNG4U, unless otherwise expressly stated in this Agreement. Under no circumstances, including negligence, shall UNG4U, its offices, agents or any one else involved in creating, producing or distributing UNG4U's service be liable for any claims, causes of action, direct, indirect, incidental, special, or consequential, trebled, or punitive damages that result or have alleged to have resulted from the use of or inability to use the UNG4U service; or that results from mistakes, omissions, interruptions, deletion of files, errors, defects, delays in operation, or transmission or any failure of performance, whether or not limited to acts of God, communications failure, theft, destruction or unauthorized access to UNG4U's records, programs or services. Customer hereby acknowledges that this paragraph shall apply to all content on UNG4U's Web Design/Hosting service. Notwithstanding the above, Customer's exclusive remedies for all damages, losses from any and all claims, or costs causes of actions whether in contract, quasi-contract, statutory, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount which Customer paid during the term of this Agreement. X. INDEMNIFICATION Customer agrees that it shall defend, indemnify, save and hold UNG4U harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees asserted against UNG4U, its agents, its customers, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by customer, it's agents, employees or assigns. Customer agrees to defend, indemnify and hold harmless UNG4U against liabilities arising out of; (1) any injury to person or property caused by any products sold or otherwise distributed in connection with sites designed by UNG4U; (2) any material supplied by customer infringing or allegedly infringing on the proprietary rights of a third party; (3) copyright infringement and (4) any defective products sold to customer from websites designed and/or hosted by UNG4U's. XI. CHOICE OF LAW AND FORUM This Agreement shall be governed by and construed in accordance with California law. Any and all claims concerning this Agreement or the Services provided for in this Agreement shall be brought in the State or Superior Courts of San Diego County, California. The parties to this Agreement expressly consent to submit to the jurisdiction of the State or Superior Courts of San Diego County, California and waive any personal jurisdiction or venue defenses concerning said forum. XII. DISCLAIMER UNG4U will not be responsible for any damages your business may suffer. UNG4U makes no warranties of any kind, expressed or implied for services we provide. UNG4U disclaims any warranty or merchantability or fitness for a particular purpose. This includes loss of data resulting from delays, non-deliveries, wrong delivery, and any and all service interruptions caused by UNG4U and its employees. UNG4U reserves the right to revise its policies at any time.