Floyd Innovations Custom Website Design Service Agreement

This Floyd Innovations Custom Website Design Service and Maintenance Agreement ("Agreement") is entered into by and between Floyd Innovations LLC ("Floyd Innovations") a New York company and you and your heirs, agents, successors and assigns (collectively, "You"), and is made effective as of the date of electronic execution. This Agreement sets forth the terms and conditions of Your use of Floyd Innovations Custom Website Design and its related services (collectively, the "Services"). By using the Services, You acknowledge that You have read, understand and agree to be bound by all the terms and conditions of this Agreement, along with any new, different or additional terms, conditions or policies, including the Universal Terms of Service which Floyd Innovations may establish from time to time. Such Agreements may be found on the Floyd Innovations website.

Design Services
Depending on the level of service purchased, Floyd Innovations will create a custom web site tailored toward Your reasonable expectations. The service will include an initial interview, presentation of the initial design and one round of design updates and one round of site update revisions. Floyd Innovations will require all content copy and high quality images for inclusion in your custom site. All material must be supplied in an electronic file format and transmitted to Floyd Innovations electronically via email or file upload. Content can, by prior arrangement, be faxed or sent to our facilities in hard copy format. Content delivered in hard copy format may incur additional fees for electronic conversion. Floyd Innovations is not responsible for delays in custom website completion due to delays in the receipt of shipped items. Floyd Innovations, in its sole discretion, may require you to re-submit images should they determine that the images are not of high enough quality. Floyd Innovations will not begin construction of Your website until all requested materials and assurances of rights have been received from You. All materials provided should be copies and not original material. Floyd Innovations will not return any materials provided by You in the design process. Failure to provide such material within thirty (30) days from request will result in cancellation of Your work order. No credits or refunds will be given for such cancellation. Floyd Innovations will strive toward your satisfaction, but does not guarantee that all of your requests will be satisfied if they are unreasonable or unable to be accomplished within the scope of the Services. Your publication of the website is acknowledgement of Your satisfaction with the Services and releases Floyd Innovations from any obligation for further revisions or alterations. No credits or refunds shall be given for any reason including dissatisfaction with the design created.

Limitations
Floyd Innovations strives towards creating a website that meets your expectations. However, Floyd Innovations does not guarantee that expectations will be met if requests are unreasonable or unable to be completed within the scope of the Service. Every step of the Service requires Your feedback. Failure to provide timely and reasonable feedback may delay or frustrate completion of the Service. Floyd Innovations is not responsible for additional fees, time, or expenses incurred because of delays caused by lack of reasonable feedback, including Your failure to initiate the process. Should You fail to initiate the creation process by not responding to the initial request for interview within thirty (30) days, Your account will be considered inactive and the Service will terminate. No refunds or credits will be given for termination due to Your failure to respond to the initial request for interview or any feedback requests. Should You delay feedback for more than thirty (30) days Your unpublished website may be archived and will require additional activation fees to recover. The Services and any source files used in the creation of the Custom Website belong to Floyd Innovations. The resulting product (website files) belongs to You after final payment is received by Floyd Innovations. Certain technologies such as Content Management Systems or other Floyd Innovations provided services associated with your website are under copyright and remain the property of Floyd Innovations or their respective copyright owners. Floyd Innovations grants You an unrestricted license in the use of any such technologies in association with your website. Cancellation of Your Custom Website Design Service for any reason terminates Your license to the website and all products resulting from the purchase of the Services. You agree to prevent any unauthorized copying of the Services or resulting products. Floyd Innovations does not grant any express or implied right to You under Floyd Innovations patents, copyrights, trademarks, or trade secret information. Floyd Innovations may display screen shots of the resulting product online, in marketing materials or in other manners in Floyd Innovations' sole discretion.

Maintenance Services
After site launch, any changes to the website are Your responsibility. If you desire Floyd Innovations to make changes to the design or content of the website, and are not using the Business Website Package Hosting Service, work done by Floyd Innovations will be billed hourly at the current custom rate.

Your Obligations
By using the Services, You agree that You are age 18 or over. The Service is available only to persons who can make legally binding contracts under applicable law. You agree that you have the appropriate rights or licenses in all logos, trademarks or intellectual property supplied by You. You agree that all requests shall be reasonable in nature and within the scope of the Service as advertised. You also agree to respond to any requests for feedback within seven (7) days. Failure to respond within thirty (30) days shall result in a non-refundable cancellation of the Service.

Limitation of Liability 
THE SERVICES AND THE ASSOCIATED SOFTWARE ARE BEING PROVIDED AND /OR LICENSED "AS IS" AND FLOYD INNOVATIONS DISCLAIMS ANY AND ALL OTHER WARRANTIES, WHETHER EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTIES OF MERCHANTIBILITY OR FITNESS FOR A PARTICULAR PURPOSE, TO THE FULLEST EXTENT PERMITTED OR AUTHORIZED BY LAW WITHOUT LIMITATION OF THE FOREGOING, FLOYD INNOVATIONS EXPRESSLY DOES NOT WARRANT THAT THE SERVICES OR THE ASSOCIATED SOFTWARE WILL MEET YOUR REQUIREMENTS OR THAT USE OF THE SERVICES OR OPERATION OF THE ASSOCIATED SOFTWARE WILL BE UNINTERRUPTED OR ERROR FREE . IN NO EVENT SHALL FLOYD INNOVATIONS BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL, EXEMPLARY, OR CONSEQUENTIAL DAMAGES (INCLUDING, BUT NOT LIMITED TO, PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES; LOSS OF USE, DATA , OR PROFITS; OR BUSINESS INTERRUPTION) HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY, WHETHER IN CONTRACT, STRICT LIABILITY, OR TORT (INCLUDING NEGLIGENCE OR OTHERWISE) ARISING IN ANY WAY OUT OF THE USE OF THE SERVICES, EVEN IF FLOYD INNOVATIONS IS AWARE OF OR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGE. You shall indemnify, defend by counsel reasonably acceptable to Floyd Innovations, protect and hold Floyd Innovations harmless from and against any and all claims, liabilities, losses, costs, damages, expense, including consultants` and attorneys` fees and court costs, demands, causes of action, or judgments directly or indirectly arising out of or related to Your use of the services or your breach of this Agreement.

Floyd Innovations' Rights and Restrictions
Floyd Innovations explicitly reserves the right and sole discretion to: (i) modify its pricing, if desired by Floyd Innovations; (ii) establish limits and guidelines concerning the use of the Services; (iii) terminate Your use of the Services for use of the Services to unnecessarily or illegally harass, non-payment of fees for the Services, activities and content which is unlawful or improper. (iv) terminate Your use of the Services if Your use of the Services results in, or is the subject of, legal action or threatened or proposed legal action, against Floyd Innovations or any of its affiliates or partners, without consideration for whether such legal action or threatened or proposed legal action is eventually determined to be with or without merit, and (v) terminate Your use of the Services if You have not responded to requests for feedback. If Floyd Innovations terminates Your use of the Services, Floyd Innovations may, at its own option and in its sole discretion, remove and destroy data and files stored by You on its servers. Floyd Innovations has no obligation to monitor Your use of the Services, but reserves the right in its sole discretion to do so.

Last updated: Monday, February 04, 2008

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