Service Agreement

1. Terms: This contract is non-cancelable. Customer agrees to purchase from Graphics.ms services specified on the face of this Agreement. All terms proposed by Customer, different from or in addition to this Agreement are expressly rejected by Graphics.ms.

2. Termination: The Agreement will continue until the end of its initial term unless terminated by Graphics.ms.com pursuant to Section 4. It will continue for subsequent one-year terms unless terminated by Graphics.ms pursuant to Section 4. Any special or discounted rates applied, as a result of long turn commitments will be recalculated at the then prevailing rates. Upon early termination, these rates will be billed to the Customer for immediate payment upon termination of this Agreement.

3. Notices: Notices to the Customer will be mailed or faxed to the address on the face of the Agreement. All notices to Graphics.ms shall be in writing and must be sent by the registered or certified mail and faxed to: Graphics.ms, Attention: Customer Service, Graphics.ms, 6585 Main St. Suite 405 – Downers Grove, IL 60516; fax number 708-389-4474.

4. Payment and Delinquency: Customer agrees to purchase Graphics.ms’s Services for a specified term. Customer agrees to pay all charges identified on the face of this Agreement upon receipt. IF any charges are not paid within thirty (30) days, interest will accrue on unpaid amounts at the rate of 18% per annum or the highest rate permitted by law if less than 18%. Upon Customers non-payment of any charges due (delinquency), Graphics.ms may terminate this Agreement without notice and all charges payable over the life of the Agreement shall immediately become due and payable. If this Agreement is referred to an attorney or collection agency for collection, Customer agrees to pay all costs for collection, including attorney fees. Upon the occurrence of delinquency, Customer will become directly responsible for payment of any maintenance fees. Any delinquency including collection costs or attorneys fees shall result in Customer being required to pay all future charges in advance until the delinquency has been resolved to Graphics.ms’s satisfaction. No acceptance of Graphics.ms of any payment or instrument marked with any restrictive or other limit on conditional endorsement shall be deemed a waiver of any rights that Graphics.ms may have or reserve.

5. Standards: Graphics.ms may 1) reject or refuse to produce any Services that are not in compliance with its specifications and standards, laws or regulations and/or public interest standards as determined by Graphics.ms, and 2) from time to time and without notice, make changes in Internet Service that in its sole judgment will best serve Graphics.ms’s Customers. Graphics.ms’s partial rejection or refusal of any portion of Services shall not release Customer from their obligations with respect to the remaining Services being produced.

6. Customer Warranties: Customer warrants to be the owner or duly authorized and appointed agent for or representative of the product or service to be advertised. Customer fully warrants and represents to be in full compliance with any and all laws, including licensing requirements, relating to any manner of the products or services being advertised. Customer warrants that they have the right to use any name, address, photograph, graphic, trademark, service-mark or copy in any advertisements and acknowledges that it is responsible for determining that such usage conforms in all respects to all applicable licenses, laws and regulations, including but not limited to all requirements of all local, state and federal authorities. Customer agrees to immediately notify Graphics.ms upon withdrawal of or change in Customer’s authority to use such proprietary property.

7. Web Site Content: The Customer agrees that Graphics.ms retains the ownership of the website, custom programming, graphics, layout, creative content and all other work product associated with the development of the Customer’s project until the end of the initial term of this Agreement. The Customer also agrees that all monies due to Graphics.ms must be paid in full before the ownership of the web site, custom programming, graphics, layout, creative content and all other work product can be transferred or used by the Customer.

8. Domain Name Registration: 1) If the requested name is available, Graphics.ms will attempt to register and maintain domain names requested and ordered in writing by the customer. Customer shall retain ownership of the registered domain name(s) provided Graphics.ms is paid any outstanding charges associated with any services provided by Graphics.ms or any balance due as a result of the Agreement the Customer signed with Graphics.ms. 2) Graphics.ms reserves the right to change the amount of the domain name registration charges upon thirty (30) days notice to the Customer. 3) Graphics.ms will retain control of the domain until the end of this Agreement. 4) The Customer owns the domain name provided the Customer owns the domain name prior to being a Graphics.ms Customer. If the domain name is owned by Graphics.ms prior to the date of this agreement, the Customer may move the web site but not the domain name, owned by Graphics.ms. It is expressly agreed that the Customer will have to acquire another domain name. If Customer shall possess any pre-existing copyright interests in advertisements or copy, Customer grants Graphics.ms the right to reproduce, modify, and distribute copies of the advertisement or copy as part of Graphics.ms’s provision of Internet Services. 5) Customer is responsible for placing and warrants that an appropriate copyright notice in form submitted by Customer (or similar thereto depending upon web page makeup and Graphics.ms’s specifications). Customer waives any claim it may have against Graphics.ms arising out of reproduction, modifications and/or distribution by Graphics.ms or any of its affiliated companies of such camera ready artwork on which Customer has failed to include a proper statutory copyright notice.

9. Indemnity: Customer shall defend, indemnify and hold Graphics.ms harmless from any and all claims, losses, damages, settlements, liabilities and expenses (including attorneys fees) arising or resulting from: 1) Producing Customer web site, Internet Services or advertisement, including, but not limited, to, claims for proprietary infringement or false, fraudulent, deceptive or misleading Advertisement, claims relating to Customers ability to use its trade-name, trademark, photograph, graphic, domain name, service-mark or copy, or claims that Customer’s ads otherwise fail to comply with any other applicable standard, and 2) Customer’s breach of any other term or condition of this Agreement unless such claims and liabilities were caused by Graphics.ms’s sole negligence. Customer’s indemnification and payment obligations shall survive termination of this contract.

10. Graphics.ms’s Liability: The amounts payable by Customer are not sufficient to warrant Graphics.ms’s assuming of any risk of consequence, incidental or other special damages. From the nature of the services to be performed, it is impractical and extremely difficult to fix the actual damages, which may result from the failure on the part of Graphics.ms to perform its obligations herein. Unless the parties negotiate the higher limit of liability, if Graphics.ms should be found liable for contract, tort, strict liability or otherwise, the liability shall be less, as liquidated damages and not as a penalty, and this liability shall be exclusive. In no event shall Graphics.ms be liable for any loses of Customer’s business, revenues, profits, the cost to Customer of their advertisement or any other special, incidental, consequential or punitive damages of any nature or for any claim against Customer by any third party. All express and implied warranties regarding the design, website and Internet Services are disclaimed, including warranties of merchantability and fitness for a particular purpose. Graphics.ms shall not be liable for delays or interruption in production and/or presentation in the events of acts of God, by any government or quasi-government entity, fire, flood, insurrection, riot, explosion, embargo, strikes, labor or material shortage, transportation interruption of any kind, temporary interruption of Internet Services due to necessary repair or adjustments, or any condition beyond the direct control of Graphics.ms. Customer acknowledges that Graphics.ms cannot guarantee any result of any sort whatsoever as a result of the web site or Internet Services.

11. Service Limitations: Graphics.ms shall not be responsible for the Customer’s web site not being accessible on the Internet due to the circumstances not in the direct control of Graphics.ms, such as limitations of the Internet users’ equipment, Internet Service provider outages and/or browser software limitations. The display of Customer’s web site may vary from the submitted proof due to the variety of web browsers, monitors, and Internet access available. Graphics.ms created web pages will be designed to be viewed by the most commonly used browsers and monitors. In addition, the Customer’s web site will not be displayed while the host server is under going maintenance.

12. Law/Severability/Arbitration: This Agreement shall by governed by and construed in accordance with the laws of the State of Illinois. If any term of this Agreement is invalid or unenforceable under and applicable statute, regulation, ordinance, order or rule of law, such term shall me deemed reformed to deleted, but only to the extent necessary to comply with such statute, regulation, ordinance, order of rule, and the remaining terms of this Agreement shall remain in full force and effect. Any dispute under this Agreement shall be submitted to arbitration under the commercial rules of the American Arbitration Association at the location closest to Oak Brook, Illinois.

13. Customer agrees to the placement of a link to Graphics.ms on said web site and no costs to Graphics.ms. The link will advertise Graphics.ms as the creator of said web site; Graphics.ms will creative and install the link at no cost to Customer. Emails generated from contact forms or forms hosted or fixed or created by Graphics.ms will be utilized for email marketing purposes. There is an opt-out charge to avoid the placement of Graphics.ms’s link.

14. Entire Agreement: No agent of Graphics.ms has any authority to make a representation or promise not contained in this Agreement. The Agreement together with the attachments constitutes the entire Agreement between Customer and Graphics.ms with respect to the matters contained hereto and supersedes all prior oral or written representations and Agreements. All modifications to this Agreement must be confirmed in writing and signed by the party to be charged. 15. No Implied Waiver: Failure or delay in enforcing any rights under this Agreement shall not constitute a waiver of such rights or effect enforcement of any other rights.

16. The Customer agrees that a website project is considered completed when launched on the designated domain name. A Print project is considered complete when client is provided with files for printer and/or final project signoff has been received. All other projects are complete upon receiving final project signoff.

17. Once Graphics.ms is given content and instruction by the designated contact, the Customers agrees that they cannot change the design of a project after it’s been created without additional cost. The only revisions that can be made are listed in our pricing packages. This is provided to the client in the original proposal.