SCRANK AGREEMENT FOR PROFESSIONAL SERVICES

Developer agrees to provide Client with services for development of a Web site on the World Wide Web portion of the Internet (the "Web Site") as set forth or described in Exhibit 1 hereto.

1. INDEPENDENT CONTRACTOR. Client is engaging Scrank as an independent contractor and not as an employee of Client.

2. CONDITIONS: This Agreement constitutes a binding contract between Scrank and the Client and does not extend to any other person or entity.

3. PAYMENT OF FEES. Fees to Scrank are due and payable in accordance with the terms set forth in Exhibit A of this agreement. In the event that the Client fails to make payments in Scrank in accordance with the payment terms, Scrank shall be entitled to unilaterally terminate this Agreement and discontinue the service until payment is made.

4. WARRANTIES: With respect to the services to be provided under this agreement, the Client acknowledges that Scrank makes absolutely no warranties whatsoever, express or implied. As a result, the Client agrees that Scrank shall not be liable to the Client for any claims or damages which may be suffered by the Client, including, but not limited to, losses or damages resulting from the loss of data as the result of delays, non-deliveries, or service interruptions. Scrank does not warrant that the functions contained in the Internet web site will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free.

5. CLIENT WARRANTIES: Client represents and warrants to Scrank that Client owns or has the right to use the material provided by client for inclusion on Client’s Internet web site (“Client Content”), and the use, reproduction, distribution and transmission of the Client Content and any information and materials contained therein does not, and will not, (i) infringe or misappropriate any copyright, patent, trademark, trade secret or any other proprietary right of a third party, (ii) violate any criminal laws or (iii) constitute false advertising, unfair competition, defamation, an invasion of privacy, violate a right of publicity or violate any other law or regulation.

6. Client shall be solely responsible for accepting, processing and filling Client orders and for handling Client inquiries or complaints. Client shall be solely responsible for the payment or satisfaction of any and all taxes associated with its web site. Client shall be responsible for the security and confidentiality of any information (including, without limitation, credit card numbers) that Client may receive as a result of its web site or online store.

7. INDEMNIFICATION: Client agrees to indemnify, defend and hold harmless Scrank from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings (whether legal or administrative), and expenses (including, but not limited to, reasonable attorney's fees) threatened, asserted, or filed by a third party against Scrank arising out of or relating to (i) any breach of any representation, warranty or covenant of Client contained in this Agreement, (iii) any suit alleging the web space content violates any copyright, proprietary right of any person, state and federal regulations, or contains any matter that is libelous or scandalous or (iii) any acts or omissions of Client. The terms of this section shall survive any termination of this Agreement.

8. ELECTRONIC COMMERCE LAWS: From time to time government entities enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Scrank and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

9. DOMAIN NAME: If Scrank shall acquire an Internet Domain Name on behalf of the Client, then in such case the Client hereby waives any and all claims which it may have against Scrank, for any loss, damage, claim or expense arising out of or in relation to the registration of such Domain Name in any on-line or off-line network directories, membership lists or registration lists, or the release of the Domain Name from such directories or lists following the termination of the providing of this service by Scrank for any reason.

10. RIGHTS GRANTED TO SCRANK: Client grants Scrank the right to reproduce, copy, use and distribute all and any portion of the Client Content to the extent needed to provide and operate the Services.

11. CHANGES IN TERMS OF AGREEMENT: Scrank reserves the right to make changes to the terms and conditions of this Agreement upon thirty (30) days notice to the Client.

12. FORCE MAJEURE: Scrank shall not be liable for failure or delay in performing it obligations hereunder if such failure or delay is due to circumstances beyond its reasonable control, including, without limitation, acts of any governmental body, war, insurrection, sabotage, embargo, fire, flood, strike or other labor disturbance, interruption of or delay in transportation, unavailability of, interruption or delay in telecommunications or third party services (including DNS propagation), failure of third party software or hardware or inability to obtain raw materials, supplies or power used in or equipment needed for provision of the Services.

13. ASSIGNMENT: Client shall not have the right to assign this Agreement without the prior written consent of Scrank. This Agreement shall be binding upon and inure to the benefit of Client and Scrank and their successors and permitted assigns.

14. GOVERNING LAW: This Agreement shall be governed by the laws of the State of New York. In the event that any term or provision of this instrument is held by a court of competent jurisdiction to be unenforceable, then the remaining provisions of this instrument and the agreement which it evidences, shall remain in full force and effect.

15. SEVERABILITY: If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

16. AMENDMENTS: No amendment, change, waiver, or discharge hereof shall be valid unless in writing and signed by the party against which such amendment, change, waiver, or discharge is sought to be enforced.

17. ENTIRE AGREEMENT AND UNDERSTANDING: This instrument and the application for web space constitute the entire agreement between the parties, and represent the complete and entire understanding of the parties with respect to the subject matter of this Agreement.

By signing an agreement, Client is hereby authorizing Scrank.com to commence with the assignment as an independent contractor perform the services detailed in Exhibit A.

 


Exhibit B – Additional Terms and Conditions for Web Site Design Services

Scrank hereby agrees to provide Client with services for development of a Web site on the World Wide Web portion of the Internet (the "Web Site").

1. MAINTENANCE AND UPDATES: Client understands and agrees that future browser and Internet technology developments may impact the site's design and/or functionality and that standard maintenance fees will apply should revisions be required to keep the site in top form and fully functional. Routine maintenance, changes, and additions to the Client’s web site are not included in the original web site purchase package price, and will be billed as to the Client at a mutually agreed to hourly rate.

2. INDEPENDENT CONTACTOR: Client is engaging Scrank, as an independent contractor for developing a web site.

3. DATE OF COMPLETION. The content of the web pages will be supplied by the Client. Scrank.com agrees that design and production shall be complete within the time period set forth in Exhibit A. Client agrees to deliver all web site content to the Scrank.com within seven days of the date of this Agreement. If Client does not deliver the content by this date, the date of completion will be adjusted accordingly.

4. LIMITATION OF LIABILITY: Prior to final Internet publication, Scrank will test the web site for browser and resolution compatibility. It must be understood, however, that every possible end user configuration cannot be anticipated. The result is that some clients' sites may not look or perform as expected for a small percentage of viewers.

5. ASSIGNMENT OF PROJECT. Scrank reserves the right to assign subcontractors to this project.

6. COPYRIGHT TO WEBPAGES. Copyright to the finished assembled work of webpages produced by Scrank is owned by Scrank. Upon final payment of this contract, the client is assigned rights to use as a web site the design, graphics, and text contained in the finished assembled web site.

 

Exhibit C – Additional Terms and Conditions for Web Site Hosting

1..Scrank agrees to provide Client with services for hosting of a site on the World Wide Web (the "Web Site") as set forth or described in Schedule A hereto (the "Hosting Services"). Host shall provide the Hosting Services so that the Web Site is accessible to third parties via the World Wide Web portion of the Internet as specified herein.

2. LIMITATION OF LIABILITY: Client is not responsible for inaccessibility of the client's web site due to circumstances that are beyond the control of Scrank or its equipment (i.e., domain name registrar failure and update proliferation, third party broad band failure, weather, etc.).

Client agrees that Scrank shall not be held responsible or liable for situations where the Services are accessed by third parties through illegal or illicit means, including situations where such data is accessed through the exploitation of security gaps, weaknesses or flaws (whether known or unknown to Scrank at the time) which may exist in the Services or Scrank's equipment used to provide the Services.

3. IP ADDRESS OWNERSHIP: If Scrank assigns Client an Internet Protocol address for Client's use, the right to use that Internet Protocol address shall belong only to Scrank, and Client shall have no right to use that Internet Protocol address except as permitted by Scrank in its sole discretion in connection with the Services, during the term of this Agreement. Scrank shall maintain and control ownership of all Internet Protocol numbers and addresses that may be assigned to Client by Scrank, and Scrank reserves the right to change or remove any and all such Internet Protocol numbers and addresses, in its sole and absolute discretion.