NETSTRALOGY
TERMS AND CONDITIONS

In this Agreement, the party who is contracting to receive services will be referred to as "Client," and the party who will be providing the services will be referred to as "Netstralogy".

1. DESCRIPTION OF SERVICES. Netstralogy will provide to Client the services as further described in the attached Exhibits (collectively, the "Services") approved and signed by Client.

In the performance of such services, Netstralogy will decide routine matters, subject to specifications. Specifically in regard to development, Client will be consulted as to subjective graphic, appearance, and page organizational matters, and on any major operational issues that may arise that are not sufficiently addressed by the specifications.

2. PAYMENT FOR SERVICES. In exchange for the Services Client will pay Netstralogy the amount described in the attached Exhibits approved by Client to be paid according to the schedule stated in the Official Quote and/or attached Exhibits.

Balance Due. Balance is due upon completion of Work Product unless otherwise stated in the Official Quote. Accounts that remain unpaid ten (10) days after the date of the invoice will be assessed a service charge in the amount of $25 per month.

Default. Accounts unpaid ten (10) days after the date of invoice will be considered in default. If the Client in default maintains any information or files on Netstralogy servers or any third party servers, Netstralogy will, at its discretion, remove all such material. Any Client in default of paying invoices will be charged a fee to have their web site restored. This fee will be billed at standard hourly rate of $75.00 per hour billed at a minimum of three (3) hours for uploading and reconfiguration of the website's files, programming and functionalities. Removal of such material does not relieve the Client of the obligation to pay any outstanding charges assessed to the Client's account. Client with accounts in default agree to pay Netstralogy reasonable expenses, including attorney fees and costs for collection by third-party agencies, incurred by Netstralogy in enforcing these Terms and Conditions.

Returned Checks. Checks returned for insufficient funds will be assessed a return charge of $25 and the Client's account will immediately be considered to be in default until full payment is received.

3. TERM. This Agreement will terminate automatically upon completion by Netstralogy of the Services required by this Contract.

A. Without limitation, cause includes the following;
B. Failure of Client to pay the balances due within 30 days from the date of completion of services or date of invoice.
C. Failure of either party to act honestly, professionally, or in compliance with the rules pertinent to this Agreement.
D. Any material breach of this Agreement.
E. Any filing of bankruptcy by or against a party, or either party ceasing to function as an ongoing concern or to conduct its operation in he ordinary course of business.

4. REFUND POLICY
Netstralogy's expenditures include, but are not limited to technical work incurred. It is therefore our policy that once projects has been scheduled for development, no refunds shall be honored.

5. COMPLETION OF WORK PRODUCT. Netstralogy will provide the Client with an opportunity to review the completed work before final delivery to the client. It is the client's obligation to test and inspect website features and functionalities upon completion and delivery of final product. Work Product will be deemed to be accepted and approved by Client unless the Client notifies Netstralogy otherwise within ten (10) days of the date the final product is made available to the Client. Any modifications made to the final product at this point will be billed to the client.

Client is allowed thirty (30) days to report bugs and/or defects found in final product. Netstralogy will repair reported defects at no additional cost to the client provided that there are no additional work to be performed that is outside the original scope of work. If additional work is found to be necessary to resolve the reported defect, Client will be notified and additional cost will be billed to the Client.

6. WORK PRODUCT OWNERSHIP. Completed work will be exclusive property of the Client. Any copyrightable works, ideas, discoveries, inventions, patents, products, or other information (collectively the "Creative Rights") developed in whole or in part by Netstralogy in connection with the Services will be the exclusive property of Netstralogy.

All content material will be provided by Client within seven days of initial request by Netstralogy. Failure to provide the content material within the seven days may result in a delay in production but without any alteration to the specified payment terms. If for any reason the Client requests a revision or amendment to any client provided text an additional charge will be billed to the Client.

In the event the website is unable to be completed due to no fault of Netstralogy but is directly due to the inability or unwillingness of the Client to provide the material and/or information necessary to complete the project the Client will be notified in writing making note of materials and/ or information needed to be complete the Work Product. Failure to comply with this request will result in being invoiced for the remaining full amount to be paid within 10 days of date of invoice.

All work in progress and/or completed work remain the property of Netstralogy until all outstanding balances have been paid in full.

Text & Images
Unless otherwise specified, all text, images and materials to be incorporated in the Work Product shall be supplied by the client in electronic format, delivered on CD or via email, no later than 5 working days after client's approval of working prototype. Proof reading the supplied formatted text is the responsibility of the client.

All images and other graphics will be provided physically in high quality print suitable for scanning or electronically in .gif, .jpeg or .tiff format. Additional expenses may be incurred and will be invoiced accordingly for corrective work, conversion of media or outside facility charges.

In the event it becomes necessary for Netstralogy to gather/compose materials required to complete the Work Product, additional charges will be billed to client at standard rate at a minimum of three (3) hours per page.

Although every reasonable attempt shall be made by Netstralogy to return to the Client any images or printed material provided for use in creation of the Work Product, such return cannot be guaranteed.

Ownership
Client warrants and represents that it lawfully has the right to publish on the Internet any text, graphics or other materials supplied by it to Netstralogy. Any and all text, graphics and other materials provided by the Client is assumed to be legally owned by the Client.

Notice of Delay
Netstralogy agrees to notify Client promptly of any factor, occurrence, or event coming to its attention that may affect Netstralogy's ability to meet the requirements of this agreement, or that is likely to occasion of any material delay and without limitation, any loss or reassignment of key employees, threat of strike, or major equipment failures.

7. RELATED SERVICES
Search Engine Optimization. If search engine promotion, search engine optimization or submission is included in the Services, Client acknowledges the following:

(a) Netstralogy cannot guarantee any particular search engine ranking or placement;
(b) Submission to the majority of search engines and directories does not guarantee entry; (c) Netstralogy cannot be held responsible for any loss (financial or otherwise) to Client's business due to an unexpected drop in search engine rankings;
(d) The initial text content to which Netstralogy applies optimization shall be supplied by the Client;
(e) Should Client make changes to any site text that Netstralogy has optimized, Client understands that these changes may have an adverse effect on search engine rankings; and
(f) Search engine submissions are carried out one time only per engine unless otherwise stated.

Website Maintenance and Support. If website maintenance or website support is included in the Services or purchased individually, Client acknowledges the following:

(a) Client must be enrolled with a Maintenance and/or Support package and paid in advanced before any work is performed.
(b) Maintenance packages require a non-refundable set-up fee of $79.95.
(c) Monthly fees will be billed at the beginning of your enrollment and on each month will automatically bill the monthly subscription fee plus any applicable tax to the Payment Method you provide to us during registration. Your enrollment will automatically renew each month, without prior notice to you, unless you provide a thirty (30) day written cancellation notice or we terminate it.
(d) Updates are completed in 72 from receipt of Change Request. Expedited service is available for an additional $19.95 a month added to the base maintainance package price. Expedited Service are completed within 24 hrs.
(e) Text updates and image changes do not constitute a page layout redesign. Page layout redesign are charged extra.
(f) Netstralogy requires that any website and/or application software enrolled in a any Maintenance program will be maintained solely by Netstralogy. In the event that any revisions and/or modifications be made to the website and/or application software, database and any files involved in the maintenance package, the Client will be billed another set-up fee for re-synchronization, re-configuration, and other processes involved in the setting up the files for future maintenance work.
(g) An additional charge of $9.95 per page will be billed to client for any revisions or amendments to client provided text once work has been performed.
(h) Unlimited Text Support Packages does not require a one-year commitment. Subscription can be cancelled anytime with a ten (10) day written notice of cancellation.

Extended Warranty Package. If Client is enrolled in the Extended Warranty Package, Netstralogy will repair at no additional cost to the Client, for a period of up to one-year, any bugs and/or defects found in the final product. Client acknowledges the following:

(a) Covers bugs and/or defects found in the original scope of work delivered in final product.
(b) Commences on the 31st day from the delivery of Final Product or on the next day after the 30-day warranty has ended.
(c) Does not cover bugs and/or defects as a result of any work performed on the website beyond the original scope of work.
(d) Does not cover bug and/or defects caused a result of any work performed on the website by anyone other than Netstralogy.

8. WARRANTY. Netstralogy shall provide its services and meet its obligations under this Agreement in a timely and workmanlike manner, using knowledge and recommendations for performing the services which meet generally acceptable standards in Netstralogy's community and region, and will provide a standard of care equal to, or superior to, care used by service providers similar to Netstralogy on similar projects.

9. DISCLAIMER OF WARRANTY
THE SERVICES, THE NETSTALOGY SITE, INCLUDING WITHOUT LIMITATION, ALL PRODUCTS AND SERVICES DISPLAYED OR OFFERED ON THE NETSTRALOGY SITE, AND ALL TEXT, GRAPHICS, LINKS AND APPLICATIONS ARE PROVIDED TO CLIENT ON AN 'AS IS' BASIS AND WITHOUT WARRANTY OF ANY KIND. NETSTRALOGY DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, WITH RESPECT TO EACH OF THE FOREGOING, WITHOUT LIMITATION, ANY WARRANTY OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT OR ARISING FROM A COURSE OF DEALING. WITHOUT LIMITING THE GENERALITY OF THE FOREGOING, Netstralogy SPECIFICALLY DISCLAIMS ANY WARRANTY THAT (1)THE SERVICES WILL BE UNINTERRUPTED OR ERROR-FREE; (2) DEFECTS WILL BE CORRECTED; (3) THERE ARE NO VIRUSES OR OTHER HARMFUL COMPONENTS; AND (4) THE SECURITY METHODS EMPLOYED WILL BE SUFFICIENT.

10. LIMITATION OF LIABILITY
IN NO EVENT SHALL NETSTRALOGY BE LIABLE FOR DAMAGES RESULTING FROM LOSS OF DATA, PROFITS, USE OF THE NETSTRALOGY SITE OR ANY NETSTRALOGY PRODUCTS OR SERVICES, OR FOR ANY INCIDENTAL, INDIRECT, PUNITIVE, OR CONSEQUENTIAL DAMAGES IN CONNECTION WITH THIS AGREEMENT OR IN CONNECTION WITH ANY PRODUCTS OR SERVICES PROVIDED HEREUNDER. IN NO EVENT SHALL NETSTRALOGY CUMULATIVE LIABILITY EXCEED AN AMOUNT GREATER THAN FIVE HUNDRED DOLLARS ($500 US).

11. REMEDIES. In addition to any and all other rights a party may have available according to law, if a party defaults by failing to substantially perform any provision, term or condition of this Contract (including without limitation the failure to make a monetary payment when due), the other party may terminate the Contract by providing written notice to the defaulting party. This notice shall describe with sufficient detail the nature of the default. The party receiving such notice shall have 30 days from the effective date of such notice to cure the default(s). Unless waived by a party providing notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Contract.

12. ENTIRE AGREEMENT. This Contract contains the entire agreement of the parties, and there are no other promises or conditions in any other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreements between the parties.

13. SEVERABILITY. If any provision of this Contract will be held to be invalid or unenforceable for any reason, the remaining provisions will continue to be valid and enforceable. If a court finds that any provision of this Contract is invalid or unenforceable, but that by limiting such provision it would become valid and enforceable, then such provision will be deemed to be written, construed, and enforced as so limited.

14. AMENDMENT. This Contract may be modified or amended in writing, if the writing is signed by the party obligated under the amendment.

15. GOVERNING LAW. This Contract shall be construed in accordance with the laws of the State of Texas.

16. NOTICE. Any notice or communication required or permitted under this Contract shall be sufficiently given if delivered in person or by certified mail, return receipt requested, to the address set forth in the opening paragraph or to such other address as one party may have furnished to the other in writing.

17. ASSIGNMENT. Neither party may assign or transfer this Contract without the prior written consent of the non-assigning party, which approval shall not be unreasonably withheld.