7.1 Creation Of Website

7.1.1. Engagement of Company

Buyer hereby engages the services of the Company for the purpose of designing, creating, testing and delivering a fully functional Website, to be delivered to the Buyer in the form of Hypertext Markup Language (“HTML”), JAVA and/or FLASH languages, most current version, which meets the specifications set forth herein and which is fully ready and operational upon placement on a server and creation of necessary connections for availability on the World Wide Web.

7.1.2. Delivery Responsibilities of the Company

Within 5 days from the date of purchased order by the Buyer, Company will send all the necessary forms to request all the necessary information about the Buyer’s Website project. The company will send to the Buyer the “Website Project Form”.

7.1.3. Delivery Responsibilities of the Buyer

Within 20 days from the date of execution of this Contract, Buyer will deliver the all the necessary information that the Company request trough the “Website Project Form”. The items described in “Website Project Form” shall include all content to be included in the Website, including but not limited to textual materials, logos, photographs, sound files, databases, video files and other Website content (“Website Content”) required to be included in the Website as described in the specifications, but excluding those items that shall be the responsibility of the Developer to create as provided in Section 7.1.3 below. All such Website Content shall be delivered to Company on “Zip Disc. Logo files shall be in GIF format, photographs shall be in JPG format, written text shall be in Word Processor format, video files shall be in MPEG format, and sound files shall be in Mp3 file format.

7.1.4. Company Created Content

As provided in Section 7.1.3., above, the Buyer shall be responsible for delivering all Website Content except for the items that Company has specifically agreed to create pursuant to the terms of the Plan purchased by the Buyer in the Company official Site. Company shall have the obligation as part of its duties hereunder to create the Website Content according to the Plan purchased by the Buyer in the Company official Site. In developing the Website Content listed in Buyer’s Plan, Company is authorized to utilize such subcontractors as Company may desire.

7.1.5. Site Plan and Site Mockup

The Website to be designed by the Company shall be in substantial conformity with the site map and Website “mockup” that the Company will send to the Buyer within 20 days after that the Company has received the entire necessary information requested trough the “Website Project Form”.

7.1.6. Hidden Text

Company shall not include any hidden text or codes in the development of the Website except as specifically requested by the Buyer. Notwithstanding the above, the Buyer hereby directs the Company to include Meta Tags on the Website which include the keywords requested in the “Website Project Form”.

7.1.8. Placement of Site During Development

Company shall create a password protected access site to make the Website available for review by the Buyer periodically through the development stage. Company will notify the Buyer of the location of the Website and the method for gaining access to the Website. The password assigned to the Buyer shall be unique to the Buyer and shall not be provided by either party to any other party except the Buyer and the Customer.

7.1.9. Stages of Completion

Company shall use its reasonable efforts to meet the completion schedule, sent to the Buyer in the Site Plan. However, Buyer acknowledges and agrees that any changes or deviations in the specifications, site plan, mockups, graphics, or any other element of the Website, and Buyer delays in fulfilling Buyer’s responsibilities, include delivering Site Content and promptly reviewing and commenting on completed work will lead to delays in the completion schedule.

7.1.10. Form of Delivery

The final Website shall be delivered to the Customer on their hosting service, and domain name, configured previously by the company within the terms of the Hosting Agreement, Web Site Hosting Agreement, and Domain Name Registration Agreement sections.

7.1.11. Links

All links contained in the Website shall be tested and confirmed to be accurate prior to delivery of the final Website to the Buyer.

7.1.12. Acceptance Period

Buyer shall have a period of 20 days following delivery of the final Website during which Buyer may engage in testing of the Website. Buyer shall notify the Company no later than the 5th day following delivery of any items contained in the Website that do not conform to specifications. In the event that the Buyer does not so notify the Company within the 20 day period, Buyer shall be deemed to have accepted the Website in all respects. Correction of Deviations From Specification

Company shall have a period of 30 days following receipt of written notification from Buyer as provided in Section 7.1.11., above to correct any items raised by the Buyer into conformance with the specifications and to deliver such corrected items to the Buyer. Buyer shall have a period of 20 days after delivery of the revisions to notify the Company of any further non-conformance with the specifications. Company shall have a period of 30 days after receipt of this notification to make corrections. This procedure shall continue until such time as Buyer makes final acceptance of the Website. Back-Up Copy of Website

Company shall retain a backup of the Website files according to the Plan purchased by the Buyer in the official Company site. In the case of any termination of this Contract, Company shall destroy all copies of the Buyer’s Website, because this Contract include also the providing hosting of the Buyer’s Site, then the hosting Agreement is terminated.


7.2. Company Publicity

7.2.1. Listing In Roster of Developer Customers

Following completion of the Website and final acceptance by the Buyer, Company shall be permitted to list the Buyer and the Customer’s Website on Company’s Website and in any of its marketing and advertising as having been developed by the Company. The material included on Company’s Website shall include a hypertext link to the Buyer’s Website. Buyer shall have full discretion as to the form and content of such acknowledgment and the appearance of any link.

7.2.2. Company Credit On Website

Following completion of the Website and final acceptance by the Buyer, and for a period of 12 months after the Website is launched, Buyer shall include a credit to the Company on the home page of the Website. The credit to the Company shall be designed and placed on the home page by the Company but shall be in form and substance that is reasonably acceptable to the Buyer. The credit shall also include a hypertext link to the Company’s Website.

7.2.3. Limited Trademark License

The parties hereby give each other a non-exclusive license to utilize the trademark of the other party, in form reasonably acceptable to the trademark owner, for the purposes set forth in Section 7.3.1 and 7.3.2 hereof.

7.3. Proprietary Rights To Website

7.3.1. Creation of Website As A Work For Hire.

The Company hereby agrees that all materials that are part of the Website and that are created by the Company, including but not limited to content, text, graphics, logos, pictures, code, scripts, algorithms, applets, audio, video and other materials (“Website Content”) shall be considered “works for hire”, always and when the Buyer has finished paying to the Company the total amount of Developer’s Services established in the section 7.2. In the case of

a. the Buyer has not finished paying the total of the 12 quotas, Company shall be considered the exclusive owner of all proprietary rights, including but not limited to Federal Copyrights, in and to all such materials, with the exception of logos and trademarks.

b. the Buyer has finished paying the total of the 12 quotas, as such, Buyer shall be considered the exclusive owner of all proprietary rights, including but not limited to Federal Copyrights, in and to all such materials. For purposes hereof, the term “work for hire” shall have the meaning defined in the United States Copyright Act. Company acknowledges and agrees that the Buyer shall have all exclusive rights in and to the Website Content that are available to the author or owner of a United States copyright.

7.3.2. Waiver of Common Law Rights

In the case of the Buyer has finished paying the total of the 12 quotas, Company hereby waives, assigns and transfers onto Buyer, any and all rights in and to all Website Content that may exist with respect to the Website content under any and all federal or state common law, statutory law, or otherwise, including but not limited to trade secret rights, privacy rights, moral rights, or any other right thereto.

7.3.3. Confirmatory Documents and Acts.

In the case of the Buyer has finished paying the total of the 12 quotas, during the term hereof and at any time thereafter, at the reasonable request of the Buyer, Company will execute further documents and take additional actions necessary to confirm or perfect the rights of the Buyer in and to the Website content. This may include, but shall not be limited to executing assignments of rights, assisting in the registration of copyrights and other proprietary rights, executing waivers and certificates of originality, and any other reasonable action requested by the Company.

7.3.4. Rights to Portions of Website Created By Independent Contractors.

Company agrees that when need the use of independent contractors, Company shall obtain, in advance, from each such independent contractor, an agreement assigning the proprietary rights in and to the materials that they create to the Buyer.

7.3.5. Original Work

Company agrees that all content in the Website shall be the original creation of the Company which is created for the sole purpose of this project, except as specifically consented to and agreed by the Buyer. In the event that the Buyer consents to the inclusion of any materials that are created by any other party or that have previously been created by the Company, Company agrees that is shall take all actions necessary and expend all funds necessary to procure an unlimited, royalty free, world-wide license for the Buyer to use any such materials in connection with the Website, and where required by the Buyer, in connection with the Buyer’s other activities, such as advertising and marketing. Unless otherwise consented to by the Buyer, any such license shall be exclusive and no other party shall be permitted to use the subject material for any purpose.

7.3.6. License To Developer of Certain Portions

Buyer hereby grants to the Company the perpetual, non-exclusive, royalty free, worldwide license to use certain of the Website Content. This license is personal to the Company and may not be assigned or sublicensed without the consent of the Buyer, except that Company may grant a limited license to its future clients if any of the licensed items are included in any website that is created by the Company in the future. The license granted herein does not extend to any identifying material of the business name or trademarks of the Buyer.