RECITALS

1. Michael Capri Digital Marketing is in the business of creating custom website designs, internet marketing, ongoing maintenance, reputation management and related services. Client wishes to utilize the services of Michael Capri Design for this purpose as well as for other related services as set forth below.

TERMS OF THE AGREEMENT

In consideration of the foregoing and the mutual promises contained herein, Michael Capri Digital Marketing and Client agree as follows:

1. Engagement of and Payment to Michael Capri Digital Marketing. Client hereby agrees to engage and pay Michael Capri Digital Marketing for the services to be provided as set forth during Checkout (“Services”) which is accessible in your Chargebee Account Dashboard and is incorporated herein by this reference. Client agrees to Michael Capri Digital Marketing performing automatic withdrawals to the credit card supplied by Client during the Checkout phase for the duration of the purchased Term.
2. Property Rights. Upon final payment of the Services, ownership of the completed assembled website including website design, graphics, text, and the html source code, shall be transferred to Client.  Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client, and remain the property of their respective owners.
3. Warranties and Representations. Client acknowledges and agrees that Michael Capri Digital Marketing has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Michael Capri Digital Marketing provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Michael Capri Digital Marketing has made no representations or guarantees that any Services provided by Michael Capri Digital Marketing will improve Client’s ranking or placement on any internet search engine.
4. Start and Completion of Services. Client acknowledges that Michael Capri Digital Marketing’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client.  Client agrees to provide Michael Capri Digital Marketing with all Content needed to complete the Services within thirty (30) days of any request from Michael Capri Digital Marketing. Any delay by Client will affect the completion of the Services.  In the event that Client does not timely provide Michael Capri Digital Marketing with the requested Content, Client agrees that Michael Capri Digital Marketing may use filler content of Michael Capri Digital Marketing’s choosing to complete the Services.  Client acknowledges that Michael Capri Digital Marketing is not responsible and agrees to hold Michael Capri Digital Marketing harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.
5. Meetings and Approvals. Client agrees to meet with Michael Capri Digital Marketing as required by Michael Capri Digital Marketing until the project is completed.  Milestone approvals and sign-offs must be responded to within dates specified by Michael Capri Digital Marketing. A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign-off is approved by Client.
6. Electronic Commerce. Client understands and acknowledges that from time to time, that State, Federal, and local laws and regulations may change, to include taxes, assessments, tariffs and levies which pertain to internet electronic commerce. Client agrees that Client is solely responsible for compliance with any and all laws and regulations and is responsible for all taxes, assessments, tariffs, and levies.
7. Assignment of Project. Michael Capri Digital Marketing reserves the right to assign subcontractors to this project. At the sole discretion of Michael Capri Digital Marketing, work produced by subcontractors may be protected under signed confidentiality agreements and shall remain the property of Michael Capri Digital Marketing.  
8.  Conditions Affecting Performance.  Certain conditions beyond the control of Michael Capri Digital Marketing may affect Michael Capri Digital Marketing ’s ability to perform obligations provided for under this Agreement.  These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Michael Capri Digital Marketing. Michael Capri Digital Marketing shall not be liable for and Client agrees to hold Michael Capri Digital Marketing harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.
9.  9. Use of Clients Materials. Should Michael Capri Digital Marketing , upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Michael Capri Digital Marketing nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials.  Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials.  Client agrees to defend, indemnify and hold Michael Capri Digital Marketing , its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Michael Capri Digital Marketing’s gross negligence or intentional misconduct.
10.  No Hire of Employees/Subcontractors. Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Michael Capri Digital Marketing nor any independent contractor who provides service for Michael Capri Digital Marketing for the same or similar services provided by Michael Capri Digital Marketing.
11.  Final Product Testing. Client agrees that Client shall test the functionality of any website created by Michael Capri Digital Marketing to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes.  If Client discovers that any website is not functioning properly, Client shall immediately notify Michael Capri Digital Marketing in writing.  Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Michael Capri Digital Marketing harmless from any and all damages of any kind suffered by Client.
12.   Attorney’s Fees, Costs, Venue and Governing Law. In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney’s fees and taxable costs.  Venue for all disputes related to or arising out of this Agreement is proper only in Saint Paul, Minnesota.  This Agreement shall be governed by the laws of the State of Minnesota.
13.  Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise.  If the mediator cannot be agreed upon by the Parties, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter.  The presiding mediator’s fees shall be split equally between the Parties.
14. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall be fully severable.
15. Contract Term Cancellation. Michael Capri Digital Marketing prides itself on it’s outstanding customer service and satisfaction. In the event Client is dissatisfied, contract shall be terminated after deliberation.