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Web Development Terms and Conditions (Echo by E-dreamz)

The following terms and conditions (the “Legal Terms and Conditions”) govern the relationship between E-dreamz, Inc. and Client. By signing the Acceptance for an E-dreamz Proposal, E-dreamz and Client agree to be bound by the terms contained herein. All other sections of the Proposal are hereby incorporated into these Legal Terms and Conditions. In the event of a conflict between the Legal Terms and Conditions and anything stated anywhere else in the Proposal, the following Legal Terms and Conditions shall control. Accordingly, E-dreamz and Client, intending to be legally bound, agree as follows:

Scope of Work, Timing, Deliverables. The Scope of Work, Timing and Deliverables relating to the services to be performed by E-dreamz for the Client are as set forth in the other relative portions of the Proposal document. E-dreamz shall provide the Deliverables set forth in the Scope of Work in accordance with the Timing provisions in exchange for the Client providing timely payment as set forth in the Project Pricing and Pricing and Payment Terms sections.

Payment. Client hereby promises to pay to E-dreamz the amounts and under the terms and conditions set forth in the Project Pricing and Pricing and Payment sections of the Proposal. Client further agrees that if Client requests additional changes or other work that is not covered by the Scope of Work, Client will be required and shall pay E-dreamz an additional to be agreed upon amount over and above all other amounts Client owes E-dreamz under the Proposal.

Suspension of Service. If any Customer account is thirty (30) days or more overdue E-dreamz reserves the right to suspend or disable Services - including any remaining project planning, design or development tasks, ongoing monthly Echo website service, hosting & support, or any other currently contracted services - after providing notice to Customer without liability to E-dreamz, until such account is paid in full.

Client Contact Person. Client will provide one (1) lead contact person who will serve as the Project manager to coordinate meetings and Client interactions (the “Client Contact”). The Client Contact will be the key point of contact for all Client approvals. The Client Contact must have complete authority to (a) make decisions on behalf of the Client, (b) facilitate all Project related decisions, approvals and requests, and (c) act as the Client’s representative throughout the Project process.

Direct Accounts with Third Parties. Client shall be required to set-up certain direct billing relationships with all providers of extensions, plug-ins and third party services associated with the Project. Client agrees and acknowledges that E-dreamz will not and is not to be held responsible for any breaches or failures in functionality, compatibility, security and/or other warranties provided by such software and service providers

Website Assets Provided by Client. Any website assets including, without limitation, copy and photography will be supplied by Client to E-dreamz electronically in a file format reasonably requested by E-dreamz.

Browser Optimization. All website design and development provided herein shall be built to be compatible with the following browsers and operating systems only: The most recent version of Microsoft Edge, Firefox, Safari, Chrome, Chrome for Android, Safari for IOS, and Windows Mobile browser versions at the time of Project kickoff. Content management systems, administrative tools, and other “back end” items are not optimized for mobile use. Upgrades for future browsers releases may require additional billable labor. Internet Explorer “Compatibility Mode” is not and will not be supported. Responsive websites will vary depending on browser versions, fonts, screen resolution, DPI, and zoom level.

Languages. Unless stated otherwise elsewhere in the Proposal, the Client’s website will be provided in US, English speaking only.

Content. Unless stated otherwise elsewhere in the Proposal, Client will be responsible for adding ALL content and product related data through the provided Website Administration System, (i.e. pages, blogs, images, video, SKUs, options, categories, descriptions, images, pricing, media, etc.). E-dreamz will set up a limited number of representative pages and/or products in E-dreamz’ discretion for testing and training purposes. Additional fees may apply for any requested direct product data imports or image manipulation.

No Storage of Sensitive or Private Information. E-dreamz does not and will not store, warehouse or transmit sensitive information including, without limitation, Social Security Numbers, credit cards numbers, resumes, personal health information, classified documents, and other similarly sensitive information. Client assures E-dreamz that no information of that kind will be uploaded to E-dreamz’ servers, and accepts any and all risk and responsibility in doing so.

Online Payments. E-dreamz requires Client process credit cards and other payments via Stripe, PayPal Express Checkout, or HostedPCI’s hosted payment processing. These methods ensure that credit card information pass directly from the end-user to the secure third party payment gateway. Client accepts all risk and responsibility for the compliance and security of their chosen payment method. As Client's site will utilize multiple open source projects from various authors the end product will not be or contain a "Validated Payment Application" nor will the website or the site’s hosting meet the requirements of PA-DSS v3.1.

Printing. E-dreamz cannot guarantee that all web pages will be considered ‘printer-friendly’. Printing is primarily a function of the user’s browser, user/security settings and printer set-up. Due to the vast array of browser types & versions, printer models and printer setting configurations, and other variables beyond E-dreamz’ control, printed pages may not appear consistent from user to user.

No Guarantee of Business Success. Many factors impact the success of a business. While E-dreamz strives to provide a website that will help further the goals and objectives of Client’s business, E-dreamz cannot guarantee that any venture for which it creates a website will ultimately be successful.

Use of Third Party Artwork. Subject to Client’s prior approval, E-dreamz may use third party art, photography or graphics in the Project. Any such use of fee-based artwork will be billed to the Client.

Proposal Valid for 30 Days. All Proposals are valid for 30 days from the date of the Proposal.

No Liability for Third Party Acts. Client acknowledges and agrees that E-dreamz shall bear no liability for civil or criminal acts perpetrated by third parties.

Insurance. Clients shall carry proper technology / commerce business insurance to cover any and all civil and criminal acts perpetrated by third parties.

Limited Warranty. E-dreamz warrants that the Deliverables will perform substantially as described per the Scope of Work. This limited warranty does not cover problems caused in whole or part by Client, or that arise when Client fails to follow E-dreamz’ instructions, or that are caused by events beyond E-dreamz’ control. This limited warranty starts on the date when the Deliverables are first delivered, and lasts for one year. Any supplements, updates, or other services that you may receive from E-dreamz during that year are also covered, but only for the remainder of that one-year period or for 30 days, whichever is longer. Transferring the Deliverables will not extend the term of the limited warranty. E-dreamz gives no other express warranties, guarantees, or conditions. E-DREAMZ EXCLUDES ALL IMPLIED WARRANTIES, INCLUDING THOSE OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND NON-INFRINGEMENT. IF APPLICABLE LAW DOES NOT ALLOW E-DREAMZ’ EXCLUSION OF IMPLIED WARRANTIES, THEN ANY IMPLIED WARRANTIES, GUARANTEES, OR CONDITIONS LAST ONLY DURING THE TERM OF THE LIMITED WARRANTY AND ARE LIMITED AS MUCH AS APPLICABLE LAW ALLOWS. IF APPLICABLE LAW REQUIRES A LONGER LIMITED WARRANTY TERM, THEN THAT LONGER TERM WILL APPLY, BUT SHALL BE LIMITED ONLY TO THE REMEDIES THAT ARE DESCRIBED IN THIS AGREEMENT. IF CLIENT HAS ANY BASIS FOR RECOVERING DAMAGES FROM E-DREAMZ, CLIENT MAY RECOVER ONLY DIRECT DAMAGES UP TO THE AMOUNT THAT CLIENT HAS PAID FOR THE PROJECT. CLIENT MAY NOT RECOVER ANY OTHER DAMAGES, INCLUDING CONSEQUENTIAL, LOST PROFITS, SPECIAL, INDIRECT, OR INCIDENTAL DAMAGES.

Representations and Warranties of E-dreamz

(a) No Conflict. E-dreamz represents and warrants that it is under no obligation or restriction that would in any way interfere or conflict with the work to be performed by E-dreamz under the Proposal.

(b) Ownership Rights. E-dreamz owns and maintains ownership of its Echo platform. Client is licensing the Echo platform from E-dreamz and does not and will not own the Echo platform. Client retains ownership of all front-end development files created by E-dreamz (ie: CSS files, JS files, PHP .blade files, etc) as well as any custom graphic files (ie: Photoshop PSDs) and any other original art source files. Client assumes full ownership of all “data” stored in the website database.

(c) Conformity, Performance, and Compliance. E-dreamz represents and warrants that (1) all Deliverables shall be prepared in a workmanlike manner and with professional diligence and skill; (2) all Deliverables will function as represented herein; (3) all Deliverables will conform to the specifications and functions set forth in the Proposal; and (4) E-dreamz will perform all work called for by the Proposal in compliance with applicable laws. E-dreamz will repair any Deliverable that does not meet this warranty within a reasonable period of time.

(d) Outside Software. E-dreamz shall not be responsible for and makes no warranty of any type with respect to any programming code, software, material, sub-component or unit-piece supplied by another vendor and incorporated in the Site. Client shall be responsible for the review of such programming code, software, material, sub-component or unit-piece supplied by another vendor and incorporated into the Client’s website. E-dreamz shall not be responsible for any damage or defect resulting from the installation or use of other vendors’ programming code, software, material, sub-component or unit-piece in conjunction with the website unless such installation or use has been approved by E-dreamz beforehand.

Indemnification Independent Contractor. E-dreamz and Client are and shall be independent contractors to one another. The execution and delivery of the Proposal shall not be deemed to confer any rights or remedies upon, or obligate any of the parties hereto, to any person or entity other than as expressly stipulated herein. Nothing in the Proposal shall cause or be deemed to cause the parties to be partners or joint venturers with, or agents or employees of, each other. The parties are independent contractors, and neither party shall have any right or power to create any obligation or responsibility on behalf of the other party.

Jurisdiction and Choice of Venue. The Proposal shall be governed in accordance with the laws of the State of North Carolina. All disputes under this Proposal shall be resolved by litigation in the courts of the State of North Carolina, County of Mecklenburg including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.

(a) By Client. Client agrees to indemnify, hold harmless and defend E-dreamz and its directors, officers, shareholders, employees and agents from and against any action, claim, demand or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) Client’s breach of the Proposal; (ii) the negligence or willful misconduct of Client; or (iii) any allegation that the content provided by Client infringes a third person’s copyright or trademark right, or misappropriates a third person’s trade secret. Client agrees that E-dreamz shall have the right to participate in and control the defense of any such claim through counsel of its own choosing.

(b) By E-dreamz. E-dreamz agrees to indemnify, hold harmless and defend Client and its directors, officers, shareholders, employees and agents from and against any action, claim, demand or liability, including reasonable attorney’s fees and costs, arising from or relating to: (i) E-dreamz’ breach of the Proposal; (ii) the negligence or willful misconduct of E-dreamz; or (iii) any allegation that the Deliverables infringe a third person’s copyright or trademark right, or misappropriates a third person’s trade secret. E-dreamz agrees that Client shall have the right to participate in and control the defense of any such claim through counsel of its own choosing.

Right To Develop For Others. Nothing in the Proposal will impair the right of E-dreamz to acquire, license, develop, manufacture, sell or distribute for itself or others similar technology performing the same or similar functions as the technology contemplated by the Proposal.

Marketing Collateral. Samples of work, logos, etc. may be used in collateral for E-dreamz marketing materials as well as any future news releases or media interviews unless otherwise requested by the Client in writing.

Confidentiality. The Proposal is for Client’s internal use only, not for distribution in any manner except with the express written permission of E-dreamz, Inc. Client is permitted to make additional copies of the Proposal solely for internal distribution (including Client’s attorneys). In the event that Client declines the recommendations contained in the Proposal and chooses not to engage E-dreamz, upon E-dreamz’ request, Client shall return to E-dreamz all original copies of the Proposal and any copies of the Proposal made by Client.

Limitation of Liability.

E-dreamz’ obligation under this warranty is limited exclusively and solely to replacing, repairing, or issuing credit for the Client's website. E-dreamz shall satisfy its obligation to the Client within a reasonable time, not to exceed fifteen (15) business days of E-dreamz’ receipt from Client of written notice of failure to satisfy the specifications. Client shall cooperate with E-dreamz in its efforts to determine whether a defect in the Client's website exists and to repair the Client's website. Either party against the other party may bring no action under this agreement more than one (1) year after the cause of action arises. In no event shall either Party be liable to the other Party or any other person for any indirect, incidental, consequential or punitive damages, including loss of profit or goodwill, for any matter arising out of or relating to the Proposal and/or its subject matter, whether such liability is asserted on the basis of contract, tort or otherwise even if the Party sought to be held liable has been advised of the possibility of such damages. Either Party’s total liability for damages shall be limited to the total fees paid by Client to E-dreamz hereunder.

Waiver. No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same or other provisions of the Proposal.

Term of the Agreement. This Agreement commences on the date of execution of the contract by Client and continues until all services expire or this agreement is mutually terminated by the parties.

Right of Termination. E-dreamz’ obligation to perform services under the Proposal may be terminated by E-dreamz: (i) if the Client breaches any material term or condition of the Proposal and fails to cure such breach within fifteen (15) days after receipt of written notice of the same; (ii) in the event the Client makes a general assignment for the benefit of creditors, files a voluntary petition in bankruptcy or for reorganization or arrangement under the bankruptcy laws, if a petition in bankruptcy is filed against the Client, or if a receiver or trustee is appointed for all or any part of the property or assets of the Client; (iii) if the Client becomes unresponsive, overly combative, or fails to adhere to the Development Process described herein, and fails to cure such within fifteen (15) days after receipt of written notice of the same; or (iv) at any time for any reason during the project process. In the event the Proposal is terminated, Client shall pay E-dreamz for all services and/or work undertaken in performance of its obligations hereunder up to the date of termination. Such payment is due upon E-dreamz’ submission of an invoice that reasonably documents the extent to which performance of such services were completed through such date of termination.

Termination of the Agreement. This agreement and any services may be terminated by either party for cause: (a) upon thirty (30) days written notice of a material breach to the other party if such breach remains uncured at the expiration of such period; or (b) if either party becomes the subject of a petition in bankruptcy or any other proceeding relating to insolvency, receivership, liquidation or assignment for the benefit of creditors.

Early Termination. If Client wishes to terminate the services under this agreement prior to the expiration of the current contract term and such termination is not due to E-dreamz’s breach, a (60) day notice must be given. All monthly charges through this (60) day departure window shall be due and payable within thirty (30) days of the effective date of termination. No subsequent monthly service fees remaining on the term will be charged or due beyond the date of termination.

Severability. If a court of competent jurisdiction hereof holds any term, clause or provision invalid or unenforceable, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Proposal.

Service Fees. Customer agrees to pay all monthly service charges set-up charges, agreed to in this contract and all Change Orders in the manner indicated therein.

Payment. Unless otherwise stated, Service Fees are due upon receipt. All Service Fees are quoted in United States currency.

Service Levels. E-dreamz will use commercially reasonable efforts to minimize service disruptions and outages. In the event of service disruptions or outages, Client’s sole remedy, and E-dreamz sole obligation, shall be to provide the service level credits and/or remedies for the applicable service in accordance with the Service Level Agreement set forth on E-dreamz’s web site at: E-dreamz may update the Service Level Agreement from time to time..

Force Majeure. Neither party will be liable for any failure or delay in its performance under the agreement, due to any cause beyond its reasonable control, including any act of war, act of God, earthquake, flood, embargo, riot, sabotage, terrorist attack, cyber-attack (hacking and DDOS), acts of public enemies, civil disturbances or general restraint or arrest of government and people, boycott, strike (including a general strike), lockout or other similar industrial disturbance, service interruption by a telecommunications services provider, or connectivity delays with internet providers outside of E-dreamz reasonable control, provided that the delayed party (a) gives the other party prompt notice of such cause and (b) uses reasonable commercial efforts to correct promptly such failure or delay in performance.