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Webaholics Business Agreement

WEBAHOLICS, INC

AND

Authorization. The Recipient of the Invoice hereafter referred to as the “Client”, authorizes Webaholics to market on their behalf. The Client authorizes use of Client’s logo and all brand identification for marketing activities. The Client also authorizes Webaholics to submit Client’s site to search engines and to any directories requested by the Client for marketing purposes and any other services or materials required for the express purpose of optimizing the Client’s advertisement quality.

Payment Terms. Until final payment is received in full from the agreed term, Webaholics manages the project and any files or processes created for the project. Once Webaholics has received payment in full, and if the Client does not wish to renew the contract, the management of the campaign is transferred to the Client. Webaholics will bill the Client monthly for further work performed on a month-to-month basis in the amount referenced in this invoice. If the project is not paid in full no information will be released to the Client.

Copyright. The Client represents that all content including logos, trademarks, photos, illustrations, audio, video, and written content provided to Webaholics are owned by the Client, or the Client has received explicit permission for use, and do not violate United States copyright law.

Client has also received permission from all individuals photographed to be shown on the web. Each person in photos going online understands that their face will be seen on the Internet. Any names and contact information placed on the web also have been provided with consent from each individual.

Client agrees to indemnify and hold Webaholics harmless against all claims, including but not limited to claims of copyright or trademark infringement, violations of the rights of privacy or publicity or defamation, arising out of use of the work.

Ownership of Copyright. The Parties acknowledge and agree that the Client will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client.

Ownership and Return of Artwork. All content created by Webaholics and/or her subcontractors for the Client are the property of the Client. Client hereby grants to Webaholics the right to use the work for demonstration of past work performed via portfolio or advertising.

Ownership and use of Source Code. If the Client wishes to hold the code free of Webaholics control, they may do so once the aforementioned Payment Terms have been met. Upon obtaining the code, Client waives Webaholics of any liability pertaining to the functionality of the code. The Client understands that upon changing the code, Webaholics cannot guarantee that any agreed upon features or functions will work. If upon changing the code, the Client wishes for Webaholics to revert changes or further assist in the development process, work will be billed to the Client at a rate of $150.00 per hour of labor.

Cancellation of Work: In the event of early cancellation of this assignment, Webaholics shall retain ownership of all copyrights and any original artwork of work not yet paid for through prior payments until such time the Client has paid in full for the specific work performed, based upon the agreed term. Once payment has been received in full for the specified term, all copyrights and original artwork will be owned by client, and Webaholics, Inc. shall at that time have no claim thereto.

By Client: Client may cancel the marketing retainer at any time after the retainer period as stated in Notes section by submitting a notice to The Company via certified mail or support@webaholics.co email. Webaholics will halt work upon receipt of a certified letter or cancellation email from the Client requesting cancellation. At that time, Client will be responsible for paying for all work completed prior to The Company’s receipt of a cancellation request. Work completed shall be billed at a recurring rate shown on this invoice as Total Due. If at the time of a request for a refund, work has been completed beyond the amount of work paid for by the initial payment, the Client shall pay for work completed.

By Webaholics: Webaholics reserves the right to refuse service and cancel a project in such events that the Client is unreachable, refuses to pay for work completed, or other similar unfavorable acts during the term of the Client, Webaholics relationship, for an extended period of time (such as 30 days past the project timeline or last invoice due), in which case, the balance of the initial payment will be returned to Client after all applicable fees have been deducted for work completed.

Other Business Relationships. The Client understands that the web host, credit card processing services, and any other businesses not owned by Webaholics are not parties to this contract and are separate business entities from Webaholics. The Client understands that Webaholics has no control over functionality or availability of marketing tools due to the actions or inaction of the web host server, credit card processing, online banking and any other business services the Client uses to transact business over the Internet outside of Webaholics. Webaholics makes no representations, warranties or guarantees for any recommendations of other Internet business partners.

Changes. The Client shall be responsible for making additional payments for changes in the original assignment requested by the Client. However, no additional payment shall be made for changes required to conform to the original assignment description.

Confidentiality. Webaholics understands that we will be working with confidential Client information and will only release this information to parties directly involved in the project. Client authorizes designer to release information to third parties requiring access for ad creation. This includes, but is not limited to, website and email address user ids and passwords, trade information, and banking information should the Client request direct payment. Upon project completion, Client will change any banking passwords Webaholics has had access to. If Client chooses not to retain Webaholics for marketing campaign maintenance, Client will change AdWords, email, and any other passwords Webaholics has had access to. Client will not hold Webaholics liable should breach of security occur if Client has not changed business passwords.

The Client understands and agrees that Webaholics believes its customers and any information regarding Webaholics’s clients and/or customers is confidential and constitutes trade secrets. Accordingly, the Client agrees not to (a) solicit or take action likely to interfere with, impair, disrupt or damage Webaholics’s relationship with any of its customers, customer prospects or contractors, by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business or opportunities from Webaholics; or (b) interfere with, impair, disrupt or damage Webaholic’s business by soliciting or attempting to hire any of Webaholics’s employees or contractors or causing others to solicit or encourage any of Webaholics’s employees or contractors to discontinue their relationship with Webaholics.

Webaholics understands and agrees that the Client believes that its information regarding its contacts and contractors is confidential and constitutes trade secrets. Accordingly, Webaholics agrees not to (a) solicit or take action likely to interfere with, impair, disrupt or damage the Client’s relationship with any of its contacts, contractors, vendors, manufacturers or manufacturing contacts, by soliciting or encouraging others to solicit any of them for the purpose of diverting or taking away business or opportunities from the Client; or (b) interfere with, impair, disrupt or damage the Client’s business by soliciting or attempting to hire any of the Client’s employees or contractors or causing others to solicit or encourage any of the Client’s employees or contractors to discontinue their relationship with the Client.

No Waiver. The failure of a party to require strict performance of any provision of this Agreement by the other, or the
forbearance to exercise any right or remedy, shall not be construed as a waiver by such party of any such right
or remedy or preclude any other or further exercise thereof or the exercise of any other right or remedy.

Assignment. The rights, duties and privileges of Developer shall not be transferred or assigned by it, in whole or in part,
without the prior written consent of Company.

Entire Agreement. This Agreement constitutes the entire agreement between the parties for the specified term.
This agreement supplements but does not supersede all prior agreements between the parties, whether oral or written.
All prior agreements remain in full effect. This Agreement may be modified only by written instrument signed by the parties hereto.

Successors.
This Agreement shall be binding upon and insure to the benefit of the successors and permitted assigns of the
parties hereto.

Severability. If any term of this Agreement is held by a court of competent jurisdiction to be invalid or unenforceable, then
this Agreement, including all of the remaining terms, will remain in full force and effect as if such invalid or
unenforceable term had never been included.

Governing Law. The terms of this Agreement shall be construed and enforced under the laws of the State of Utah and the Parties
consent to jurisdiction of Utah courts with respect to any disputes related to this Agreement.

Headings.
The headings used in this Agreement are for convenience only and are not to be used in construction or
interpretation.
IN WITNESS WHEREOF, the parties have executed this Agreement by their duly authorized representatives on
the dates below written.

For Webaholics, Inc.

CREDIT CARD AUTHORIZATION FORM

Charge will appear as: webaholics.co on credit card statement.

Card Number/Account Number:

Expiration/ Routing Number:

CCV Code:

Name as it appears on card/check:

Billing address for this card/check:

City, State & Zip:

Cardholder's area code & telephone number:

Cardholder authorizes Webaholics, Inc to provide goods or services in the amount shown on invoice# (or first paid invoice if left blank) and agrees to perform the obligations set forth in the cardholder's agreement with the issuer.

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September 27, 2017 4:16 pm MDT

Webaholics Business Agreement Uploaded by Steve Paganelli - steve@webaholics.co IP 166.70.243.249