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WHEREAS, Client has a need for web services, specifically improving the volume and quality of traffic from Search Engines. Client also has a need for a broader technological marketing strategy, including domain name registration, email accounts, web engineering, technical and/or design services in order to further develop its Website;

WHEREAS, Client and Company mutually desire to pursue continued development and expansion of the Client’s Website as well as to identify potential areas of application for the Website that the Client may then use in the conduct of its business;

WHEREAS, Client understands and agrees that this Agreement shall be an agreement for Natural Law Search Engine results;

WHEREAS, Company agrees to provide Client with SEO and reporting services as described in this Agreement and the applicable Work Order.

NOW, THEREFORE, and in consideration of the promises and mutual covenants of the Parties hereby agree as follows:

1. DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Defined terms shall be represented in this Agreement in capitalized initial letterform. The meaning of the defined terms is expressed below:

“Advertising” - for purposes of this Agreement, sponsored listings, images, maps, videos, definitions and suggested search refinements found within Search Engines.

“Agreement” - has the meaning given above.

“Client” - has the meaning given above.

“Company” - OneIMS, Inc, an Illinois Company having its principal place of business at 111 E Wacker Drive, Suite 435, Chicago, IL 60601.

“Confidential Information” - any proprietary technical data, know how, trade secrets, business and marketing plans, and other information that is identified as confidential or should otherwise be understood to be confidential based on the nature of the information or circumstances of the disclosure

“Day” - a period of twenty-four (24) hours, from midnight to midnight.

“Disclosing Party” – the party that discloses or otherwise provides confidential information.

“Effective Date” - the date the Parties sign the Agreement (online or otherwise).

“Embedded Images” - images, graphics, or other design elements, which are part of the message itself.

“Force Majeure” - acts of God; war; official strikes or industrial disputes; or other events that prevent a Party’s performance; each to the extent beyond the reasonable control of the Parties and which cannot be overcome by the exercise of ordinary diligence.

“HTML” - an acronym for HyperText Markup Language, which is a set of tags and rules for use in developing HyperText Documents. HTML is the predominant markup language for web pages. It provides a means to describe the structure of text-based information in a document by denoting certain text as links, headings, paragraphs, etc. and to supplement that text with Interactive Forms, Embedded Images, and other objects. HTML is written in the form of “tags” that are surrounded by angle brackets. HTML can also describe, to some degree, the appearance and semantics of a document, and can include embedded Scripting Language code that can affect the behavior of Web Browsers and other HTML processors.

“Intellectual Property” - all innovations, concepts and ideas (whether patentable or not), improvements, discoveries, designs, plans, drawings, blueprints, patent applications, patents, patents rights, trademarks, trademark rights, trade names, trade name rights, service marks, product names, brands, logos and other distinctive identifications used in commerce, the goodwill associated with any of the forgoing, service mark rights, copyrights (other than copyrights in “off-the-shelf” computer programs), copyrightable works and derivatives thereof, original works of authorship, computer code of any type (whether source code or object code) in any programming or markup language underlying any type of computer programming (whether application software, middleware, firm ware or system software) including, but not limited to, applets, assemblers, compilers, design tools, user interfaces, databases and fixations thereof, domain name registrations, all applications and registrations for any of the foregoing, trade secrets, confidential and proprietary information, know-how, formulae, methods, schedules, processes and other intangible proprietary rights.

“Interactive Forms”- allow website users to utilize and navigate through the online content. Typically Interactive Forms are one of five form entries which can be put on a web page: a text box in which the individual types a one-line response, a text area box which allows for longer responses, a radio button for multiple choice questions for which only one answer is correct, check boxes for questions to which there may be more than one possible answer and drop boxes from which the reader chooses the response from a list of preselected entries.

“Natural Law” (sometimes called organic or algorithmic law) - search results that appear because of their relevance to the search terms, as opposed to their being advertisements. As such, Natural Law search results are not automatic and can vary periodically depending upon search terms and Search Engine recoding.

“Party” - singularly, Company or Client, and, (collectively, Parties).

“Proposal” – see Work Order.

“Receiving party” – the party that recieves confidential information under this agreement.

“Scripting Language” - programming language that allows some control of a single or many software applications.

“Search Engines” - the tools designed to search for information on the World Wide Web. As it relates to this Agreement, the included Search Engines are About, All the Web, Alta Vista, AOL, Excite, Google, Hot Bot, Looksmart, Lycos, BING, Netscape and Yahoo (web pages only).

“SEO” - Search Engine Optimization, the process of improving the volume and quality of traffic to a website from search engines via natural search results.

“Subcontractor” - any company or entity with whom Company enters into an agreement to perform any of the Work or to whom Company otherwise delegates any of the Work.

“Term” - the time period designated as the term of this Agreement in Article 3.1 of this Agreement.

“Unique Client Content” - textual or graphical content which has been provided to Company by Client and is of Client origin, graphical or other content created by Company specifically for the Website and all application and lead data generated from Client’s Website or advertising.

“Web Browsers” - software applications which enable a user to display and interact with text, images, videos, music, games and other information typically located on a web page at a web site on the World Wide Web or a local area network.

“Website” - Client’s website being optimized by Company, as specified in the applicable Work Order.

“Work” - jobs, services, goods, deliverables, duties and activities to be performed or provided by Company that relate to the Website.

“Work Order” - a written order by Client to Company for request for Work. May also be referred to as “Proposal”

2. SCOPE OF AGREEMENT

2.1 Company’s Work. This Agreement shall control and govern all Work undertaken by Company and shall define the rights, obligations and liabilities of Company and Client. Client agrees to provide Company with access to its Website, technical data, know-how and proprietary information that is reasonably necessary for Company to fulfill its obligations under this Agreement.

2.2 Assigned Work. From time to time, upon mutual agreement of the Company and Client, Client may submit a Work Order to Company. Such Work Order shall be reasonably related to services and shall reasonably describe the scope of Work to be performed by the company for the Client. The rate of pay shall be that designated in the Work Order. A Work Order becomes binding on Company only once an authorized representative of Company has accepted the Work Order in writing, which for purposes of this Agreement shall include email and fax communication in addition to written copy.

2.3 Subcontracting. Company shall have the right to use subcontractors or independent contractors in the provision of services under this Agreement and any Work Order. Company will remain responsible for the acts and omissions of its Subcontractors and independent contractors as though such acts and omissions were its own.

3. TERM OF AGREEMENT AND TERM OF STATEMENTS OF WORK

3.1 Term of Agreement. This Agreement shall remain in full force and effect from the Effective Date hereof for a period of six (6) months and shall automatically renew for successive 1 month terms, until terminated under Article 14.3.

3.2 Survival Beyond Termination. Sections 4.1, 4.2, 9, 10, 13, and 14 shall survive any termination of this Agreement.

4. GENERAL PROVISIONS

4.1 “Confidential Information.” During the course of the performance of this Agreement, it may be necessary for the Disclosing Party to disclose Confidential Infoemation to the Receiving Party. The Receiveing Party shall keep confidential and shall not publish or disclose it to any third party. Confidential Information shall not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public other than as a result of a disclosure by the Receiving Party or its representatives, (b) was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party, (c) becomes available to the Receiving Parry on a non-confidential basis from a source other than the Disclosing Party or its representatives which source is not known by the Receiving Party to be bound to a confidentiality agreement with the Disclosing Party, (d) both Company and Client agree to not be Confidential Information, or (e) is independently developed by the Receiving Party.

4.2 Intellectual Property Ownership. Ownership of Intellectual Property is as follows:

(a) Under this Agreement, all Intellectual Property relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Client. This includes all documents, drawings, computer printouts, code, content and samples developed or provided by Company hereunder (collectively, “Deliverables”). Company is hereby granted to a world-wide, non-exclusive perpetual license to any Deliverables jointly soley developed by Company, or jointly developed by Company and Client.

(b) Any other Intellectual Property not relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Company.

(c) Company will retain ownership of any content that it owned prior to the Work (“Prior Materials”). Specifically, this content includes, but is not limited to, database interfaces, market products and economy information, and Request for Proposal programs used on the server to process forms, applications or any other item of stock content used by Company to create customer websites. To the extent any Deliverables incorporate Prior Materials, then Company will retain ownership of such Prior Materials but hereby grants Client a perpetual, irrevocable, unlimited license to reproduce, distribute, publish, display, create derivative works of, and otherwise use such Prior Materials as incorporated into the Deliverables.

5. DUTIES OF THE CLIENT

5.1 Obligations of the Client. Under the terms of this Agreement, the Client agrees to:

(a) Provide Company all necessary access to its Website for the purposes of uploading new pages and making changes for the purpose of optimization or approval to go through a third party.

(b) Client authorizes Company use of all Client logos, trademarks, Website images, etc., for the purposes of this Agreement and any Work Order or Proposal as Company deems necessary in providing services.

(d) Fees and milestones (if any) will be set forth in the applicable Work Order. Company will charge the first monthly fee in the amount agreed to the Client’s designated credit card upon execution of this Agreement and will automatically charge all subsequent fees in the amount of agreed to this designated credit card every thirty (30) Days (or each new billing cycle) until the account is terminated. If Client chooses not to pay by credit card, payment is due upon receipt of invoice. Client shall make payments of the undisputed amount of all invoices under this Agreement within thirty (30) Days following receipt of each invoice from Company. Client must promptly notify Company of any dispute and fully cooperate with Company on resolving all disputes by providing in writing and reasonable detail the basis for any dispute. Invoices shall be presented to Client on or before the tenth (10th) Day or each calendar month following the calendar month during which the Work was performed or the expense paid.

5.2 Client Content. Client retains full ownership of any Unique Client Content. Upon termination, Client will be provided with any Unique Client Content created for the Website.

5.3 Registration. Client will be responsible for registration and renewal of any domain names chosen and purchased by Client through Company’s domain registration system or through a third-party website.

6. NATURAL LAW SEARCH ENGINE OPTIMIZATION

6.1 Limitations of Natural Law SEO. Under the terms of this Agreement, the Client realizes the limitations of Natural Law SEO and accepts and acknowledges the limitations of Company over the Search Engines. Specifically, Client acknowledges and agrees Company shall not be held liable or in any capacity responsible for any of the limitations which accompany and are a part of Natural Law SEO.

7. PAYMENTS TO COMPANY

7.1 Pay Rates. Company shall be compensated for its Work at rates to be agreed to by the Parties prior to entering this Agreement. These rates of pay shall be specified in the Proposal unless the Parties agree on different rates in a particular Work Order. Nothing herein shall be construed as providing for the sharing of profit or loss arising out of the efforts of any or both of the Parties. If the Parties cannot agree on applicable pay rates, then Company has no duty to accept the Work Order or any proposed modification.

7.2 Types of Acceptable Payment. Company will accept payments made by credit card, debit card or electronic transfer only.

8. PAYMENT OF WITHHOLDINGS AND TAX

8.1 Company’s Tax Obligations:

(a) Performance. Company assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation therefore.

(b) Personnel. Payment of income tax, employment tax, social security tax, pension contributions, medical insurance or other similar charges imposed upon personnel furnished by or on behalf of Company in connection with the Work shall be the responsibility and for the account of Company.

8.2 Client’s Tax Obligations. Client assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all sales taxes, value added taxes, ad valoreum taxes, income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation thereof.

9. INDEMNITIES AND LIABILITIES

9.1 Indemnity. Company shall indemnify, defend, and hold harmless Client from any and all claims arising from: (i) any allegations that any Deliverables or other materials or content provided by Company hereunder infringe, misappropriate, or violate any third party Intellectual Property or other rights; or (ii) Company’s negligence, willful misconduct, or violation of law.

Cilent shall indemnify, defend, and hold harmless Company from any and all claims to arising from: (i) any alligations that Client’s materials presented to Company for the purpose of this Agreement and/or any Work Order or Proposal hereunder infringe, misappropriate, or violate any third party Intellectual Property or other rights; or (ii) Client’s negligence, willful misconduct, or violation of law.

9.2 Consequential Damages. Notwithstanding anything to the contrary contained elsewhere herein, no member or employee of either Company or Client shall be liable to the other or any employee of either Company or Client for any consequential, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of revenue whenever arising under this Agreement or as a result of, relating to or in connection with the Work under the Agreement. No claim shall be made by any member of either Company or Client against the other, regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, concurrent or gross negligence), fault, breach of warranty, breach of contract, statute, strict liability or otherwise. In the event Client is withholding payments due to Company pursuant to this Agreement, upon resolution of any dispute in favor of the Company, then Client shall pay to Company in immediately available funds, within five (5) Days from the resolution of such dispute an equal amount to the amount withheld. Client shall continue to pay undisputed amounts when due. Any undisputed amounts withheld past the due date will incur interest on such amount at an annual rate of twelve percent (12%) or the maximum allowed by law, whichever is less, from and including the date withheld payment was originally due.

10. INSURANCE

Company shall procure and maintain, or cause to be procured and maintained, at its sole expense and for the duration of the Agreement, insurance policies with financially responsible insurance companies, effective through primary and excess coverages, in amounts customary for the nature of this Agreement.

11. FORCE MAJEURE

Any delays in or failures of performance by either Party shall not constitute default hereunder or give rise to any claims for damages, if and to the extent such delays or failures of performance are caused by occurrences of Force Majeure. The Party experiencing Force Majeure shall notify the other Party with reasonable promptness of the existence of any such Force Majeure and the probable duration thereof, and shall provide the other Party from time to time with correct information concerning same. The Party experiencing Force Majeure shall take all reasonable actions to remove the cause of Force Majeure.

12. PERFORMANCE OF THE WORK

In the performance of this Agreement, Company is an independent contractor with the authority to control and direct the performance and supervision of the Work and Work Order. It is expressly agreed that none of the personnel furnished by or on behalf of Company shall be deemed employees, servants, agents or third-party contractors of Client. Client is interested in the final result of the Work and Work Order and, subject to the other provisions of this Agreement, the manner and means for accomplishing the same are matters for Company’s determination.

13. DISCLAIMER OF WARRANTIES

COMPANY DOES NOT WARRANT THAT SERVICES WILL MEET THE CUSTOMER’S EXPECTATIONS OR REQUIREMENTS. THE ENTIRE RISK AS TO THE QUALITY AND PERFORMANCE IS WITH CUSTOMER. EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT, COMPANY PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND. COMPANY DISCLAIMS ALL WARRANTIES, EXPRESS, OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, RELATING TO THIS AGREEMENT, PERFORMANCE OR INABILITY TO PERFORM UNDER THIS AGREEMENT, THE CONTENT, AND EACH PARTY’S COMPUTING AND DISTRIBUTION SYSTEM.

14. MISCELLANEOUS

14.1 No Partnership. This Agreement is not intended by the Parties to, and shall not, constitute, create, give effect to or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind between the Parties.

14.2 Attorney’s Fees. In the event it becomes necessary for any Party hereto to file an action to enforce this Agreement or any provisions contained herein, the Party prevailing in such action will be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees incurred in such action, and if such successful Party or Parties shall recover an award in any such action or proceeding, such costs, expenses, attorney’s fees may be included in and as part of such award.

14.3 Termination. This Agreement may be terminated by mutual consent of the Parties, or in the event of a material breach of the Agreement and at the election of the non-breaching Party if, after reasonable notice of the breach and intention to terminate, the breaching Party fails to cure such breach or otherwise satisfy the non-breaching Party within ninety (90) Days. Either party can terminate this Agreement with thirty (30) Days notice under Article 14.20 for any reason. All events of this termination under Article 14.3 are herein defined as “Termination.”

Client may terminate this Agreement at any time. Company may withdraw from the Campaign with Client’s consent or without Client’s consent for good cause (for example, failure to comply with Client’s duties as provided for in this Agreement, refusal to pay any increased hourly rates, costs, and expenses, failure to follow Company's advice on any matter material to Client’s Campaign, or if circumstances arise that would render Company's continuing representation unlawful or unethical). Upon the termination of Company's services, whether or not it is terminated by Client or by Company, all unpaid charges for Work performed prior to termination are immediately due and payable to Company (and any unused amounts paid in advance will be promptly refunded to Client).

14.4 Expenses. Each Party will pay their own respective costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

14.5 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois.

14.6 Arbitration of all Disputes. As a material part of this Agreement, the Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be determined by confidential, final and binding arbitration in Chicago, Ilinois, in accordance with the then-existing rules for commercial arbitration of the American Arbitration Association. Disputes, claims, and controversies subject to final and binding arbitration under this Agreement include, without limitation, all those that otherwise could be tried in a court to a judge or jury in the absence of this Agreement. Each Party agrees to pay its own expenses associated with any arbitration. By agreeing to submit all disputes, claims and controversies to binding arbitration, each of the Parties expressly waives its rights to have such matters heard or tried in a court before a judge or jury or in any other tribunal. Any award shall be final, binding and conclusive upon the Parties, subject only to judicial review provided by statute, and a judgment rendered on the arbitration award may be entered in any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, each Party agrees that before undertaking the aforementioned arbitration, they shall submit all disputes, claims or controversies to a mutually agreeable mediator in an attempt to informally resolve said disputes, claims or controversies without the need for arbitration.

14.7 Consent to Jurisdiction and Forum Selection. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in Cook County in the State of Illinois. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of arbitration between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Article 15.20 of this Agreement. Any final award rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final award and may be enforced in other jurisdictions in any manner provided by law.

14.8 Offensive Material. Company hereby reserves the right, at its sole discretion, to terminate this Agreement should it be determined that the Website involves or contains spam or offensive material. For purposes of this Agreement, offensive material includes content which is pornographic, illegal in the State of Illinois, racially, sexually, faith-based or gender insensitive, politically or otherwise inflammatory or that which the Company determines is in poor taste. Should the Company determine that the Website contains Offensive Material under this Article 14.8, Company will then send notice of termination to Client pursuant to the terms outlined in Article 14.3.

14.9 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without prior written approval of the other Party, which consent shall not be unreasonably withheld.

14.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any situation in any other jurisdiction.

14.11 Amendments. This Agreement may not be modified or amended, except by a written document signed by all Parties hereto. The terms of this Article may not be waived or orally amended.

14.12 Waivers. The Parties may waive any of the conditions contained herein or any part of the obligations of the other Parties hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving such conditions or obligations. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

14.13 Counterparts. This Agreement may be signed in multiple counterparts, each of which is considered an original and all of which together will constitute a whole. This Agreement will be effective upon execution by all Parties hereto.

14.14 Headings. The descriptive headings contained in this Agreement are inserted for convenience only and will not control or affect the meaning or interpretation of any of the provisions hereof.

14.15 Construction of Terms. Where required for proper interpretation, words in the singular will include the plural; and masculine gender will include the neuter and feminine, and vice versa.

14.16 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The singular number shall include the plural and the plural the singular, and any gender shall be applicable to all genders. The use of the words “herein”, “hereof”, “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement and not to any particular section, paragraph or provision. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.

14.17 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

14.18 Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement shall survive termination under Article 14.3.

14.19 Parol Evidence. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes any and all prior written agreements or understandings between Parties, as to the subject matter of this Agreement. This Agreement may be amended only in writing signed by both Parties.

14.20 Notices.

(a) Generally. All notices, demands, or other communication of any type (herein collectively referred to as “Notices”) given in connection with this Agreement or in any way related to the transaction contracted for herein, will be void and of no effect unless given in accordance with the provisions of this Article.

(b) Notices. All Notices hereunder will be in writing and shall be addressed as follows (or at such other address for a Party as shall be specified by like notice):

If to Company:

OneIMS, Inc.
111 E Wacker Drive Suite 435
Chicago, IL 60601

Any notice hereunder shall be deemed duly given (i) if delivered in person, on the day of such delivery, (ii) if by facsimile or email, on the day on which such facsimile or email was sent, provided that receipt is personally confirmed by telephone or email, and (iii) if by recognized next day courier service, on the first business day following the date of dispatch.

(c) Delivery. All Notices will be addressed to the last address on record for the applicable Parties. Either Party hereto may change the address for notice specified above by giving the other Party three (3) Days advance written notice of such change of address.

Web Design and Maintenance Agreement

THIS WEB DESIGN AGREEMENT (“Agreement”) is effective on the date of Client’s signature. This agreement is organized and existing under the laws of the state of Illinois between “Client” (“Client” is identified as the individual or entity who provides an electronic signature end of this agreement) and “Company” (Company is identified as OneIMS, Inc., a corporation organized and existing under the laws of the state of Illinois).

SCOPE OF AGREEMENT

1.1 Company’s Work. This Agreement shall control and govern all Work undertaken by Company and shall define the rights, obligations and liabilities of Company and Client. Client agrees to provide Company with necessary information, which includes, but is not limited to the following: access to its Website, technical data, know-how and proprietary information that is reasonably necessary for Company to fulfill its obligations under this Agreement and as provided under specific agreements.

1.2 Subcontracting. Company is free to delegate any Work under this Agreement to any third-party, such as a Subcontractor, without receiving prior written approval of Client.

1.3 Assigned Work. From time to time, upon mutual agreement of the Company and Client, Client may submit a Work Order to Company. Such Work Order shall be reasonably related to Web Design and shall reasonably describe the scope of Work expected by Client. The rate of pay shall be specified in the proposal. A Work Order becomes binding on Company only once an authorized representative of Company has accepted the Work Order in writing, which for purposes of this Agreement shall include email, electronic and fax communication in addition to written copy.

TERM OF AGREEMENT AND TERM OF STATEMENTS OF WORK

2.1 Term of Agreement. This Agreement shall remain in full force and effect from the Effective Date hereof for a period of six (6) months and shall be automatically renewed for successive six (6) month terms, unless terminated.

2.2 Survival Beyond Termination. All provisions relating to audit, choice of law, venue, dispute resolution, indemnity, insurance, title and warranty shall survive any termination of this Agreement.

2.3 Commencement of Work. Before Company begins any web design and/or maintenance for Client, Client must either provide Company with any and all information for the content of Client’s website or authorize Company to write such information. If company is authorized to write the necessary information for Client, Client will be billed as specified in the proposal. Under no circumstances will any work on web design or maintenance be started without this information or authorization.

2.4 Title to Deliverables Upon Termination or Completion of Work. Upon payment in full to Company of all sums owed to Company hereunder, and upon Termination of Agreement or completion of Work Order, whichever occurs first, sole and exclusive world-wide right, title and interest in all documents, drawings, computer printouts and samples developed by Company shall be vested in Client; provided that Client shall not have right, title or interest in any information and knowledge known by Company prior to disclosure by Company to Client and, except to the extent limited in Article 3.1, any knowledge of Company of general application not specific to the Work provided pursuant to this Agreement.

2.5 Changes and Modifications. All and any changes to web design and maintenance must be submitted by Client to Company within 10 business days (where business days are Monday through Friday) after Client’s new website or modified has been launched. Any changes made after this period must be agreed to in writing and shall be determined in a separate proposal.

GENERAL PROVISIONS

3.1 “Confidential Information.” During the course of the performance of this Agreement, it may be necessary for the Parties (the “Disclosing Party“) to exchange “Confidential Information,” which includes proprietary technical data, know-how, and/or trade secrets that, but for this Agreement, the other Party (the “Receiving Party”) would have no right to receive, disclose or use. Both Company and Client shall keep confidential and shall not publish or disclose to any third party any information, photographs, data or process, drawings or specifications connected with the business of the Company and Client, as applicable, which shall come or have come into Company’s or Client’s possession. “Confidential Information” is further defined as any information that the Disclosing Party reasonable deems proprietary and has so stated; provided that “Confidential Information” shall not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public other than as a result of a disclosure by the Receiving Party or its representatives, (b) was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party, (c) becomes available to the Receiving Parry on a non-confidential basis from a source other than the Disclosing Party or its representatives which source is not known by the Receiving Party to be bound to a confidentiality agreement with the Disclosing Party, or (d) both Company and Client agree to not be Confidential Information.

3.2 Intellectual Property Ownership. Provided that Client makes all payments it is obligated to pay Company under this Agreement, ownership of Intellectual Property is as follows:

  • (a) Under this Agreement, all Intellectual Property relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Client.
  • (b)Any other Intellectual Property not relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Client.
  • (c) Company will retain ownership of any content which does not fall under the definition of Unique Client Content. Specifically, this content includes, but is not limited to, database interfaces, market products and economy information, and Request for Proposal programs used on the server to process forms, applications or any other item of stock content used by Company to create customer websites.

SCOPE OF COMPANY’S WORK

4.1 Obligations of the Company. Company agrees to the following

  • (a) Domain Registration: Company will secure a domain name for the Client at the Client’s request. Domain name will be registered through Company and will be registered in the Client’s name and become property of the Client once final payment is made. If the Client already has a domain name, Company will coordinate redirecting the address to the new host. Should the Client desire a specific domain name, which is already owned by another party, negotiations for said domain name must be undertaken by the Client.
  • (b) Text. Copy for web site must be supplied by the Client in a .doc format or .txt format via disk or email attachment. Otherwise, if not supplied on disk or via email, there will be an additional charge for typesetting and creating text.
  • (c) Photos. Photos and other misc. graphic images must be supplied by Client.
  • (d) Scanning. This agreement contemplates scanning up to 20 images for the Client. It is contemplated that this will accommodate the needs of most Clients.
  • (e) Installation. Finished site will be uploaded to Client’s hosting company. The Client understands that Company does provide hosting services and if needed can offer these services to the client. Hosting is not included in the contract price for website design unless specified in the Proposal. Hosting services require a separate Proposal with Company or the hosting service of the Client's choice. If Company hosts Client’s Website, Client shall billed on a monthly basis at a rate specified in the proposal. The Client agrees to select a hosting service, which allows Company full access to the Client's account via FTP. The Client will be solely responsible for any and all hosting service charges. If Client has no Hosting Company, Company will assist Client in securing hosting. Client is responsible for all costs incurred with hosting fees.
  • (f) Cross Browser Compatibility. Our agreement contemplates the creation of a web site viewable by both Firefox and Microsoft Internet Explorer Compatibility is defined herein as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet, however, may require a more recent browser version and brand or plug-in. Client is also aware that since new browsers are constantly being developed, the new browser versions may not be compatible to the site that has been developed by company. In the absence of a Maintenance Agreement, time spent to redesign a site for compatibility due to the introduction of a new browser version will be separately negotiated and in addition to the base price of our agreement.
  • (g) Time required for Completion. The standard site to be created is 15 pages or under, which requires a maximum of 90 days to complete. If Client requires more pages than the standard amount, additional time to complete the site will be needed and such deadlines will be negotiated in a separate proposal with the client.

DUTIES OF THE CLIENT

5.1 Obligations of the Client. Under the terms of this Agreement, the Client agrees to:

  • (a) Provide Company all necessary access to its Website for the purposes of uploading new pages and making changes for the purpose of optimization or approval to go through a third party.
  • (b) Authorize Company use of all Client logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company.
  • (c) The content of the web pages will be supplied by the Client and executed as specified by the Client. In case the Client desires additional standard web pages beyond the original number of pages discussed per the proposal, the new price for the additional pages will be negotiated.
  • (d) Where custom graphic work is requested that goes beyond the scope described, it will be billed at the hourly rate specified in the proposal. Reasonable additions or changes will be performed at no cost, but if the change or addition requires a significant amount of additional work, the above mentioned hourly rate shall apply. Company determines what is “reasonable” in such an instance.
  • (e) Price has already been negotiated with client and payment is described in a separate proposal. Client agrees to pay Company 50% of the total cost at the start of the agreement. If Client cancels the agreement at any point, Company will immediately cease all work for Client, and shall be reimbursed for time already put into work for Client in addition to the already paid 50% deposit.
  • (f) Client agrees to reimburse Company for any critical Client requested expenses necessary for the completion of the project.

5.2 Client Content. Client retains full ownership of any Unique Client Content. Upon termination, Client will be provided with any Unique Client Content created for the Website.

5.3 Registration. Client will be responsible for registration and renewal of any domain names chosen and purchased by Client through Company’s domain registration system or through a third-party website.

5.4 Third Party or Client Page Modification. Some Clients will desire to independently edit or update their web pages after completion of the site. Note however, Company is not responsible for any damage created by the Client or agent of the Client.

5.5. Web Hosting. The Client agrees to select a web hosting service that allows Company full access to the web site and a cgi-bin directory via FTP and telnet. The Client further understands that if the web hosting service's operating system is not a UNIX system, standard CGI software may not work, and providing a substitute may incur additional charges

5.6 Copyrights and Trademarks The Client represents to the Company and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Company and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

5.7 Warranties and Liability Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server or Company. Abusive and unethical materials and uses include, but are not limited to, pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless Company from any claim resulting from the Client's publication of material or use of those materials. It is also understood that the Company will not publish information over the Internet which may be used by another party to harm another. Company will not develop a pornography web site for the Client. Company reserves the right to determine what is and is not pornography.

5.8 Indemnification. Client agrees that it shall defend, indemnify, save and hold Company harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees associated with Company ‘s development of the client’s site. Client also agrees to defend, indemnify and hold harmless Company against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Client's web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.

PAYMENTS TO COMPANY

6.1 Pay Rates. Company shall be compensated for its Work at rates to be agreed to by the Parties (Company and Client) prior to entering this Agreement. The Rates of Pay shall be specified in a separate Proposal. Nothing herein shall be construed as providing for the sharing of profit or loss arising out of the efforts of any or both of the Parties. If the Parties cannot agree on applicable pay rates, then Company has no duty to accept the Work Order or any proposed modification.

6.2 Time of Payment. If payment has been specified as a standard flat fee payment or a flat fee plus hourly fee for content creation, 50% of the payment is required upon signing of the agreement. This 50% fee is non refundable and becomes Company’s property when it is received. This is a classic retainer, also referred to as a true or general retainer, which is paid by Client to Company in order to secure the Company’s availability during a specified period of time or for a specified project. This type of retainer is earned when paid and immediately becomes property of Company, regardless of whether Company actually performs any services for Client. After the website has been designed or modified, 35% of the payment must be paid to the company before the design is coded into html. The remaining balance of 15% must be paid prior to the to the launch of the new or modified website.

6.3 Types of Acceptable Payment. Company will accept payments made by credit card, debit card or electronic transfer only.

PAYMENT OF WITHHOLDINGS AND TAX

7.1 Company’s Tax Obligations:

  • (a) Performance. Company assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation therefore.
  • (b) Personnel. Payment of income tax, employment tax, social security tax, pension contributions, medical insurance or other similar charges imposed upon personnel furnished by or on behalf of Company in connection with the Work shall be the responsibility and for the account of Company.

7.2 Client’s Tax Obligations. Client assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all sales taxes, value added taxes, ad valoreum taxes, income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation therefore.

INDEMNITIES AND LIABILITIES

Consequential Damages. Notwithstanding anything to the contrary contained elsewhere herein, no member or employee of either Company or Client shall be liable to the other or any employee of either Company or Client for any consequential, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of revenue whenever arising under this Agreement or as a result of, relating to or in connection with the Work under the Agreement and no claim shall be made by any member of either Company or Client against the other, regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, concurrent or gross negligence), fault, breach of warranty, breach of contract, statute, strict liability or otherwise. In the event Client is withholding payments due to Company pursuant to this Agreement, upon resolution of any dispute in favor of the Company, then Client shall pay to Company in immediately available funds, within five (5) Days from the resolution of such dispute an equal amount to the amount withheld, together with interest on such amount at an annual rate of twelve percent (12%) or the maximum non-usurious rate, whichever is less, from and including the date withheld payment was originally due.

INSURANCE

Company and Client shall each procure and maintain, or cause to be procured and maintained, at the sole expense of each Party and for the duration of the Agreement, insurance policies with financially responsible insurance companies, effective through primary and excess coverages, in amounts customary for the nature of this Agreement.

FORCE MAJEURE

Any delays in or failures of performance by Company shall not constitute default hereunder or give rise to any claims for damages, if and to the extent such delays or failures of performance are caused by occurrences of Force Majeure. The Party experiencing Force Majeure shall notify the other Party with reasonable promptness of the existence of any such Force Majeure and the probable duration thereof, and shall provide the other Party from time to time with correct information concerning same. The Party experiencing Force Majeure shall take all reasonable actions to remove the cause of Force Majeure.

PERFORMANCE OF THE WORK

In the performance of this Agreement, Company is an independent contractor with the authority to control and direct the performance and supervision of the Work and Work Order. It is expressly agreed that none of the personnel furnished by or on behalf of Company shall be deemed employees, servants, agents or third-party contractors of Client. Client is interested in the final result of the Work and Work Order and, subject to the other provisions of this Agreement, the manner and means for accomplishing the same are matters for Company’s determination.

WARRANTIES

Company warrants that all Work will be performed in accordance with established practices. Company’s warranty obligations will be limited to the assignment to Client of all warranties and guarantees related to this Agreement only and will not extend beyond the terms outlined in this Agreement. If Client requests additional performance by Company, Company will charge an additional hourly rate as described in 5.1(d) above.

Company does not warrant the functions of the site will meet Client’s expectations of site traffic or resulting business or that the operation of the web pages will be uninterrupted and / or error-free. Company is not to be held responsible for occasional downtime of email or web site due to line interruptions and/or other instances beyond Company control.

MISCELLANEOUS

13.1 No Partnership. This Agreement is not intended by the Parties to, and shall not, constitute, create, give effect to or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind between the Parties.

13.2 Attorney’s Fees. In the event it becomes necessary for any Party hereto to file an action to enforce this Agreement or any provisions contained herein, the Party prevailing in such action will be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees incurred in such action, and if such successful Party or Parties shall recover an award in any such action or proceeding, such costs, expenses, attorney’s fees may be included in and as part of such award.

13.3 Termination. This Agreement may be terminated by mutual consent of the Parties, or in the event of a material breach of the Agreement and at the election of the non-breaching Party if, after reasonable notice of the breach and intention to terminate, the breaching Party fails to cure such breach or otherwise satisfy the non-breaching Party within ninety (90) Days. Either party can terminate this Agreement with thirty (30) Days notice under Article 13.20 for any reason. All events of this termination under Article 13.3 are herein defined as “Termination.”

13.3 “Termination of Services” Client may terminate this agreement at any time. Company may withdraw from the Web Design and Maintenance with Client’s consent or without Client’s consent for good cause (for example, failure to comply with Client’s duties as provided for in this agreement, refusal to pay any increased hourly rates, costs, and expenses, failure to follow Company's advice on any matter material to Client’s Web Design or Maintenance, or if circumstances arise that would render Company's continuing representation unlawful or unethical). Upon the termination of Company's services, whether or not it is terminated by Client or by Company, all unpaid charges are immediately due and payable to Company.

13.4 Expenses. Each Party will pay their own respective costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

13.5 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois.

13.6 Arbitration of all Disputes. As a material part of this Agreement, the Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be determined by confidential, final and binding arbitration in Chicago, Illinois, in accordance with the then-existing rules for commercial arbitration of the American Arbitration Association. Disputes, claims, and controversies subject to final and binding arbitration under this Agreement include, without limitation, all those that otherwise could be tried in a court to a judge or jury in the absence of this Agreement. Each Party agrees to pay its own expenses associated with any arbitration. By agreeing to submit all disputes, claims and controversies to binding arbitration, each of the Parties expressly waives its rights to have such matters heard or tried in a court before a judge or jury or in any other tribunal. Any award shall be final, binding and conclusive upon the Parties, subject only to judicial review provided by statute, and a judgment rendered on the arbitration award may be entered in any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, each Party agrees that before undertaking the aforementioned arbitration, they shall submit all disputes, claims or controversies to a mutually agreeable mediator in an attempt to a informally resolve said disputes, claims or controversies without the need for arbitration.

13.7 Consent to Jurisdiction and Forum Selection. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in the County of Cook, State of Illinois. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of arbitration between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Article 13.20 of this Agreement. Any final award rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final award and may be enforced in other jurisdictions in any manner provided by law.

13.8 Offensive Material. Company hereby reserves the right, at its sole discretion, to terminate this Agreement should it be determined that the Website involves or contains spam or offensive material. For purposes of this Agreement, offensive material includes content which is pornographic, illegal in the State of Illinois, racially, sexually, faith-based or gender insensitive, politically or otherwise inflammatory or that which the Company determines is in poor taste. Should the Company determine that the Website contains Offensive Material under this Article 13.8, Company will then send notice of termination to client pursuant to the terms outlined in Article 13.3.

13.9 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without prior written approval of the other Party.

13.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any situation in any other jurisdiction.

13.11 Amendments. This Agreement may not be modified or amended, except by a written document signed by all Parties hereto. The terms of this Article may not be waived or orally amended.

13.12 Waivers. The Parties may waive any of the conditions contained herein or any part of the obligations of the other Parties hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving such conditions or obligations. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

13.13 Counterparts. This Agreement may be signed in multiple counterparts, each of which is considered an original and all of which together will constitute a whole. This Agreement will be effective upon execution by all Parties hereto.

13.14 Headings. The descriptive headings contained in this Agreement are inserted for convenience only and will not control or affect the meaning or interpretation of any of the provisions hereof.

13.15 Construction of Terms. Where required for proper interpretation, words in the singular will include the plural; and masculine gender will include the neuter and feminine, and vice versa.

13.16 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The singular number shall include the plural and the plural the singular, and any gender shall be applicable to all genders. The use of the words “herein”, “hereof”, “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement and not to any particular section, paragraph or provision. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.

13.17 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

13.18 Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement shall survive termination.

13.19 Parol Evidence. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes any and all prior written agreements or understandings between Parties, as to the subject matter of this Agreement. This Agreement may be amended only in writing signed by both Parties.

13.20 Notices.

  • (a)Generally. All notices, demands, or other communication of any type (herein collectively referred to as “Notices”) given in connection with this Agreement or in any way related to the transaction contracted for herein, will be void and of no effect unless given in accordance with the provisions of this Article.
  • (b) Notices. All Notices hereunder will be in writing and shall be addressed as follows (or at such other address for a Party as shall be specified by like notice):

OneIMS, Inc.
111 E Wacker Drive, Suite 435,
Chicago, IL 60601

If to Client, to client’s last known address.

Any notice hereunder shall be deemed duly given (i) if delivered in person, on the day of such delivery, (ii) if by facsimile or email, on the day on which such facsimile or email was sent, provided that receipt is personally confirmed by telephone or email, and (iii) if by recognized next day courier service, on the first business day following the date of dispatch.

(a) Delivery. All Notices will be addressed to the last address on record for the applicable Parties. Either Party hereto may change the address for notice specified above by giving the other Party three (3) Days advance written notice of such change of address.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives.

Search Engine Optimization Agreement

THIS SEARCH ENGINE OPTIMIZATION AGREEMENT (“Agreement”) for the purpose of Search Engine Optimization services (“SEO”) is effective on the date of client’s signature. This agreement is organized and existing under the laws of the state of Illinois between “Client” (Client is identified as the individual or entity who provides an electronic signature end of this agreement) and “Company” (Company is OneIMS, Inc, a corporation organized and existing under the laws of the state of Illinois).

WITNESSETH:

WHEREAS, Client has a need for web services, specifically improving the volume and quality of traffic from Search Engines (as defined below). Client also has a need for a broader technological marketing strategy, including domain name registration, email accounts, web engineering, technical and/or design services in order to further develop its Website (as defined below);

WHEREAS, Company has developed considerable knowledge in Search Engine Optimization (“SEO”) (as defined below);

WHEREAS, Client and Company mutually desire to pursue continued development and expansion of the Client’s Website as well as to identify potential areas of application for the Website that the Client may then use in the conduct of its business;

WHEREAS, Client is willing to provide Company with access to its Website and in an effort to optimize such allow Company access to edit its content and HTML (as defined below) coding to both increase its relevance to specific keywords and to remove barriers to Indexing Activities (as defined below) of Search Engines;

WHEREAS, Client understands and agrees that this SEO shall be an Agreement for Natural (as defined below) Search Engine results;

WHEREAS, Company agrees to provide Client with SEO and reporting services as described in this Agreement. Company is authorized to use specific keywords and/or phrases for development, improving the ranking of, and/or positioning the contents of the Website in Search Engines listed in Article 1.1(o) to this Agreement.

NOW, THEREFORE, for and in consideration of the promises and mutual covenants of the Parties (as defined below) herein exchanged and other good and valuable

consideration, the sufficiency and adequacy of which is acknowledged, it is hereby agreed as follows:

DEFINITIONS AND INTERPRETATIONS

1.1 Definitions. Defined terms shall be represented in this Agreement in capitalized initial letterform. The meaning of the defined terms is expressed below:

  • (a) “Advertising” means, for purposes of this Agreement, sponsored listings, images, maps, videos, definitions and suggested search refinements found within Search Engines.
  • (b) “Agreement” means this Search Engine Optimization Agreement entered on the date the Client signed and accepted the terms online between Comapny, Inc, and Client.
  • (c) “Client” is identified as the individual or entity who provides an electronic signature end of this agreement.
  • (d) “Company” means OneIMS, Inc, an Illinois Company having its principal place of business at 111 E Wacker Drive, Suite 435, Chicago, IL 60601.
  • (e) “Day” means a period of twenty-four (24) hours, from midnight to midnight.
  • (f) “Effective Date” shall mean the date the Parties sign the Agreement online.
  • (g) “Embedded Images” are those images, graphics, or other design elements, which are part of the message itself.
  • (h) “Force Majeure” includes, but is not limited to, acts of God; war; official strikes or industrial disputes beyond the reasonable control of the Parties and which cannot be overcome by the exercise of ordinary diligence.
  • (i) “HTML” is an acronym for HyperText Markup Language, which is a set of tags and rules for use in developing HyperText Documents. HTML is the predominant markup language for web pages. It provides a means to describe the structure of text-based information in a document by denoting certain text as links, headings, paragraphs, etc. and to supplement that text with Interactive Forms, Embedded Images, and other objects. HTML is written in the form of “tags” that are surrounded by angle brackets. HTML can also describe, to some degree, the appearance and semantics of a document, and can include embedded Scripting Language code that can affect the behavior of Web Browsers and other HTML processors.
  • (j) “Intellectual Property” means all innovations, concepts and ideas (whether patentable or not), improvements, discoveries, designs, plans, drawings, blueprints, patent applications, patents, patents rights, trademarks, trademark rights, trade names, trade name rights, service marks, product names, brands, logos and other distinctive identifications used in commerce, the goodwill associated with any of the forgoing, service mark rights, copyrights (other than copyrights in “off-the-shelf” computer programs), copyrightable works and derivatives thereof, original works of authorship, computer code of any type (whether source code or object code) in any programming or markup language underlying any type of computer programming (whether application software, middleware, firm ware or system software) including, but not limited to, applets, assemblers, compilers, design tools, user interfaces, databases and fixations thereof, domain name registrations, all applications and registrations for any of the foregoing, trade secrets, confidential and proprietary information, know-how, formulae, methods, schedules, processes and other intangible proprietary rights.
  • (k) “Interactive Forms” allow website users to utilize and navigate through the online content. Typically Interactive Forms are one of five form entries which can be put on a web page: a text box in which the individual types a one-line response, a text area box which allows for longer responses, a radio button for multiple choice questions for which only one answer is correct, check boxes for questions to which there may be more than one possible answer and drop boxes from which the reader chooses the response from a list of preselected entries.
  • (l) “Natural Law” sometimes called organic or algorithmic law, shall mean search results that appear because of their relevance to the search terms, as opposed to their being advertisements. As such, Natural Law search results are not automatic and can vary periodically depending upon search terms and Search Engine recoding.
  • (m) “Party” mean’s singularly, Company or Client, and, collectively, “Parties” shall mean Company and Client.
  • (n) “Scripting Language” is a programming language that allows some control of a single or many software applications.
  • (o) “Search Engines” are the tools designed to search for information on the World Wide Web. As it relates to this Agreement, the included Search Engines are About, All the Web, Alta Vista, AOL, Excite, Google, Hot Bot, Looksmart, Lycos, BING, Netscape and Yahoo (web pages only).
  • (p) “SEO” shall mean Search Engine Optimization, the process of improving the volume and quality of traffic to a website from search engines via natural search results.
  • (q) “Subcontractor” means any company or entity with whom Company enters into an agreement to perform any of the Work or to whom Company otherwise delegates any of the Work.
  • (r) “Term” means, as applicable, the time period designated as the term of this Agreement in Article 3.1 of this Agreement.
  • (s) “Unique Client Content” is defined for this Agreement as textual or graphical content which has been provided to Company by Client and is of Client origin, graphical content created by Company specifically for the Website and/or all application and lead data generated from Client’s Website or advertising.
  • (t) “Web Browsers” are software applications which enable a user to display and interact with text, images, videos, music, games and other information typically located on a Web Page at a Web Site on the World Wide Web or a local area network.
  • (u) “Website” shall mean the Client’s website being optimized by Company.
  • (v) “Work” means the work, jobs, services, goods, deliverables, duties and activities to be performed or provided by Company that relate to the Website.
  • (w) “Work Order” means a written order by Client to Company for request for Work.

SCOPE OF AGREEMENT

2.1 Company’s Work. This Agreement shall control and govern all Work undertaken by Company and shall define the rights, obligations and liabilities of Company and Client. Client agrees to provide Company with access to its Website, technical data, know-how and proprietary information that is reasonably necessary for Company to fulfill its obligations under this Agreement and as provided under specific agreements.

2.2 Subcontracting. Company is free to delegate any Work under this Agreement to any third-party, such as a Subcontractor, without receiving prior written approval of Client.

2.3 Assigned Work. From time to time, upon mutual agreement of the Company and Client, Client may submit a Work Order to Company. Such Work Order shall be reasonably related to SEO and shall reasonably describe the scope of Work expected by Client. The rate of pay shall be that designated in Article 6.1(d). A Work Order becomes binding on Company only once an authorized representative of Company has accepted the Work Order in writing, which for purposes of this Agreement shall include email and fax communication in addition to written copy.

TERM OF AGREEMENT AND TERM OF STATEMENTS OF WORK

3.1 Term of Agreement. This Agreement shall remain in full force and effect from the Effective Date hereof for a period of six (6) months and shall be automatically renewed for successive six (6) month terms, unless terminated under Article 15.3.

3.2 Survival Beyond Termination. All provisions relating to audit, choice of law, venue, dispute resolution, indemnity, insurance, title and warranty shall survive any termination of this Agreement.

3.3] Title to Deliverables Upon Termination or Completion of Work. Upon payment in full to Company of all sums owed to Company hereunder, and upon Termination of Agreement under Article 15.3 or completion of Work Order, whichever occurs first, sole and exclusive world-wide right, title and interest in all documents, drawings, computer printouts and samples developed by Company shall be vested in Client; provided that Client shall not have right, title or interest in any information and knowledge known by Company prior to disclosure by Company to Client and, except to the extent limited in Article 4.1, any knowledge of Company of general application not specific to the Work provided pursuant to this Agreement.

GENERAL PROVISIONS

4.1 “Confidential Information.” During the course of the performance of this Agreement, it may be necessary for the Parties (the “Disclosing Party“) to exchange “Confidential Information,” which includes proprietary technical data, know-how, and/or trade secrets that, but for this Agreement, the other Party (the “Receiving Party”) would have no right to receive, disclose or use. Both Company and Client shall keep confidential and shall not publish or disclose to any third party any information, photographs, data or process, drawings or specifications connected with the business of the Company and Client, as applicable, which shall come or have come into Company’s or Client’s possession. “Confidential Information” is further defined as any information that the Disclosing Party reasonable deems proprietary and has so stated; provided that “Confidential Information” shall not include any information which (a) at the time of disclosure or thereafter is generally available to or known by the public other than as a result of a disclosure by the Receiving Party or its representatives, (b) was available to the Receiving Party on a non-confidential basis prior to disclosure by the Disclosing Party, (c) becomes available to the Receiving Parry on a non-confidential basis from a source other than the Disclosing Party or its representatives which source is not known by the Receiving Party to be bound to a confidentiality agreement with the Disclosing Party, or (d) both Company and Client agree to not be Confidential Information.

4.2 Intellectual Property Ownership. Provided that Client makes all payments it is obligated to pay Company under this Agreement, ownership of Intellectual Property is as follows:

  • (a) Under this Agreement, all Intellectual Property relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Client.
  • (b) Any other Intellectual Property not relating to the Website solely developed by Company, or jointly developed by Company and Client, or solely developed by Client, pursuant to a Work Order accepted by Company, is hereby assigned in all world-wide right, title, and interest to Client.
  • (c) Company will retain ownership of any content which does not fall under the definition of Unique Client Content. Specifically, this content includes, but is not limited to, database interfaces, market products and economy information, and Request for Proposal programs used on the server to process forms, applications or any other item of stock content used by Company to create customer websites.

SCOPE OF COMPANY’S WORK

5.1 Obligations of the Company. Under the terms of this Agreement, the Company shall provide the following services:

  • (a) Research keywords and phrases to select appropriate, relevant search terms. Number of keywords will be specified in the proposal. Additional keyword research requires an additional Work Order bound by the terms of this Agreement.
  • (b) Edit various HTML tags and page text as necessary prior to submission to selected Search Engines.
  • (c) Create, as required, additional web pages for the purpose of “catching” keyword/phrase searches.
  • (d) Hand submit Client’s Website to the Search Engines listed in Article 1.1(o).
  • (e) Create positioning reports for Website and any associated pages showing rankings in the listed Search Engines and under which keywords.
  • (f) If established through a separate Work Order to this SEO, Company will establish Advertising of certain Client materials on websites owned and operated by Company for the purpose of delivering leads to Client and/or traffic to Client’s Website.
  • (g) If established through a separate Work Order to this SEO, Company will provide a username and password for Client to access Company dealer services. Client, subject to Article 4.1, agrees not to share usernames and passwords with unauthorized users.
  • (h) Upon termination of this Agreement, Company will provide Client with all Unique Client Content created for the Website. Company’s proprietary website features are not available to Client upon cancellation.

DUTIES OF THE CLIENT

6.1 Obligations of the Client. Under the terms of this Agreement, the Client agrees to:

  • (a) Provide Company all necessary access to its Website for the purposes of uploading new pages and making changes for the purpose of optimization or approval to go through a third party.
  • (b) Authorize Company use of all Client logos, trademarks, Website images, etc., for use in creating informational pages and any other uses as deemed necessary by Company for Search Engine positioning and optimization.
  • (c) If Client’s site is light in textual context, Client will provide additional relevant text context in electronic format for the purpose of creating additional web pages. As requested, Client agrees to provide content, for example 250 word synopses or descriptions about each of their keyword phrases.
  • (d) Company will charge the first monthly fee in the amount agreed to the Client’s designated credit card upon execution of this Agreement and will automatically charge all subsequent fees in the amount of agreed to this designated credit card every thirty (30) Days (or each new billing cycle) until the account is terminated. If Client chooses not to pay by credit card, payment is due upon receipt of invoice. Client shall make payments of the undisputed amount of all invoices under this Agreement within thirty (30) Days following receipt of each invoice from Company. Client must promptly notify Company of any dispute and fully cooperate with Company on resolving all disputes by providing in writing and reasonable detail the basis for any dispute. Invoices shall be presented to Client on or before the tenth (10th) Day or each calendar month following the calendar month during which the Work was performed or the expense paid.

6.2 Client Content. Client retains full ownership of any Unique Client Content. Upon termination, Client will be provided with any Unique Client Content created for the Website.

6.3 Registration. Client will be responsible for registration and renewal of any domain names chosen and purchased by Client through Company’s domain registration system or through a third-party website.

NATURAL LAW SEARCH ENGINE OPTIMIZATION

7.1 Limitations of Natural Law SEO. Under the terms of this Agreement, the Client realizes the limitations of Natural Law SEO and accepts and acknowledges the limitations of Company over the Search Engines. Specifically, Client acknowledges and agrees Company shall not be held liable or in any capacity responsible for any of the following limitations which accompany and are a part of Natural Law SEO:

  • (a) Company has no control over the policies of Search Engines with respect to the type of sites and/or content that they accept currently or in the future. Client’s Website may be excluded from any directory at any time at the sole discretion of the Search Engine. Should Client’s Website be dropped from a respective Search Engine Company will resubmit those pages that have been dropped from the index.
  • (b) Due to the competitiveness of some keywords and phrases, ongoing changes in Search Engine ranking algorithms and other competitive factors, Company does not guarantee top or any other position or consistent top ten (10) positions for any particular keyword, phrase or term. However, if Company fails to achieve three (3) top thirty (30) positions in the Search Engines listed in Article 1.1(o), Company will start new SEO services at no cost to Client.
  • (c) Client accepts and agrees that some Search Engines may take as long as two (2) to four (4) months, and in some cases longer, after submissions to list its Website.
  • (d) Some Search Engines stop accepting submissions for an indefinite period of time. If this situation arises, Company will add another Search Engine not previously listed at no cost to Client.
  • (e) Periodically, Search Engines drop listings for no reason and with no advanced warning. Often, these same listings reappear without additional submissions. Should the Website not reappear, Company will re-submit the Website based on current policies of the Search Engine in question.

PAYMENTS TO COMPANY

8.1 Pay Rates. Company shall be compensated for its Work at rates to be agreed to by the Parties (Company and Client) prior to entering this Agreement. This rates of pay shall be specified in the proposal. Nothing herein shall be construed as providing for the sharing of profit or loss arising out of the efforts of any or both of the Parties. If the Parties cannot agree on applicable pay rates, then Company has no duty to accept the Work Order or any proposed modification.

8.2 Time of Payment. First monthly payment must be remitted to Company prior to delivery of any and all services except custom Website services requiring a set-up fee. A minimum payment as agreed to by both Parties must be remitted to Company prior to the initiation of custom Website service that requires a set-up fee. The remaining balance will be due upon completion or execution of services. The first monthly fee will be due upon Client’s approval of Website or within thirty (30) Days of Company’s completion of Website, whichever occurs first. Client shall make all remaining monthly payments in advance of services to be rendered that month and payment rates may not be increased by Company without prior written notification to and approval from Client.

6.3 Types of Acceptable Payment. Company will accept payments made by credit card, debit card or electronic transfer only.

PAYMENT OF WITHHOLDINGS AND TAX

9.1 Company’s Tax Obligations:

  • (a) Performance. Company assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation therefore.
  • (b) Personnel. Payment of income tax, employment tax, social security tax, pension contributions, medical insurance or other similar charges imposed upon personnel furnished by or on behalf of Company in connection with the Work shall be the responsibility and for the account of Company.
  • 9.2 Client’s Tax Obligations. Client assumes full and exclusive responsibility and liability to timely file all returns and promptly pay when due all sales taxes, value added taxes, ad valoreum taxes, income taxes, levies, fees, assessments or other similar charges measured or based upon Company’s receipts, income or profits which are imposed by any governmental authorities having jurisdiction to levy such charges in connection with Company’s performance of Work under this Agreement and Client’s compensation therefore.

INDEMNITIES AND LIABILITIES

Consequential Damages. Notwithstanding anything to the contrary contained elsewhere herein, no member or employee of either Company or Client shall be liable to the other or any employee of either Company or Client for any consequential, incidental, indirect or punitive damages of any kind or character, including, but not limited to, loss of use, loss of profit, loss of revenue whenever arising under this Agreement or as a result of, relating to or in connection with the Work under the Agreement and no claim shall be made by any member of either Company or Client against the other, regardless of whether such claim is based or claimed to be based on negligence (including sole, joint, active, passive, concurrent or gross negligence), fault, breach of warranty, breach of contract, statute, strict liability or otherwise. In the event Client is withholding payments due to Company pursuant to this Agreement, upon resolution of any dispute in favor of the Company, then Client shall pay to Company in immediately available funds, within five (5) Days from the resolution of such dispute an equal amount to the amount withheld, together with interest on such amount at an annual rate of twelve percent (12%) or the maximum non-usurious rate, whichever is less, from and including the date withheld payment was originally due.

INSURANCE

Company and Client shall each procure and maintain, or cause to be procured and maintained, at the sole expense of each Party and for the duration of the Agreement, insurance policies with financially responsible insurance companies, effective through primary and excess coverages, in amounts customary for the nature of this Agreement.

FORCE MAJEURE

Any delays in or failures of performance by either Party shall not constitute default hereunder or give rise to any claims for damages, if and to the extent such delays or failures of performance are caused by occurrences of Force Majeure. The Party experiencing Force Majeure shall notify the other Party with reasonable promptness of the existence of any such Force Majeure and the probable duration thereof, and shall provide the other Party from time to time with correct information concerning same. The Party experiencing Force Majeure shall take all reasonable actions to remove the cause of Force Majeure.

PERFORMANCE OF THE WORK

In the performance of this Agreement, Company is an independent contractor with the authority to control and direct the performance and supervision of the Work and Work Order. It is expressly agreed that none of the personnel furnished by or on behalf of Company shall be deemed employees, servants, agents or third-party contractors of Client. Client is interested in the final result of the Work and Work Order and, subject to the other provisions of this Agreement, the manner and means for accomplishing the same are matters for Company’s determination.

WARRANTIES

Company warrants that all Work will be performed in accordance with established practices. Company’s warranty obligations will be limited to the assignment to Client of all warranties and guarantees related to this Agreement only and will not extend beyond the terms outlined in this Agreement.

MISCELLANEOUS

15.1 No Partnership. This Agreement is not intended by the Parties to, and shall not, constitute, create, give effect to or otherwise imply a joint venture, pooling agreement, partnership, or formal business organization of any kind between the Parties.

15.2 Attorney’s Fees. In the event it becomes necessary for any Party hereto to file an action to enforce this Agreement or any provisions contained herein, the Party prevailing in such action will be entitled to recover, in addition to all other remedies or damages, reasonable attorney’s fees incurred in such action, and if such successful Party or Parties shall recover an award in any such action or proceeding, such costs, expenses, attorney’s fees may be included in and as part of such award.

15.3 Termination. This Agreement may be terminated by mutual consent of the Parties, or in the event of a material breach of the Agreement and at the election of the non-breaching Party if, after reasonable notice of the breach and intention to terminate, the breaching Party fails to cure such breach or otherwise satisfy the non-breaching Party within ninety (90) Days. Either party can terminate this Agreement with thirty (30) Days notice under Article 15.20 for any reason. All events of this termination under Article 15.3 are herein defined as “Termination.”

15.3 “Termination of Services” Client may terminate this agreement at any time. Company may withdraw from the SEO Campaign with Client’s consent or without Client’s consent for good cause (for example, failure to comply with Client’s duties as provided for in this agreement, refusal to pay any increased hourly rates, costs, and expenses, failure to follow Company's advice on any matter material to Client’s SEO Campaign, or if circumstances arise that would render Company's continuing representation unlawful or unethical). Upon the termination of Company's services, whether or not it is terminated by Client or by Company, all unpaid charges are immediately due and payable to Company.

15.4 Expenses. Each Party will pay their own respective costs and expenses incurred in connection with this Agreement and the transactions contemplated hereby.

15.5 Governing Law. This Agreement shall be governed by and construed in accordance with the domestic laws of the State of Illinois.

15.6 Arbitration of all Disputes. As a material part of this Agreement, the Parties agree that any and all disputes, claims or controversies arising out of or relating to this Agreement shall be determined by confidential, final and binding arbitration in Chicago, Illinois, in accordance with the then-existing rules for commercial arbitration of the American Arbitration Association. Disputes, claims, and controversies subject to final and binding arbitration under this Agreement include, without limitation, all those that otherwise could be tried in a court to a judge or jury in the absence of this Agreement. Each Party agrees to pay its own expenses associated with any arbitration. By agreeing to submit all disputes, claims and controversies to binding arbitration, each of the Parties expressly waives its rights to have such matters heard or tried in a court before a judge or jury or in any other tribunal. Any award shall be final, binding and conclusive upon the Parties, subject only to judicial review provided by statute, and a judgment rendered on the arbitration award may be entered in any state or federal court having jurisdiction thereof. Notwithstanding the foregoing, each Party agrees that before undertaking the aforementioned arbitration, they shall submit all disputes, claims or controversies to a mutually agreeable mediator in an attempt to a informally resolve said disputes, claims or controversies without the need for arbitration.

15.7 Consent to Jurisdiction and Forum Selection. The Parties hereto agree that all actions or proceedings arising in connection with this Agreement shall be arbitrated exclusively in the County of Cook, State of Illinois. The aforementioned choice of venue is intended by the Parties to be mandatory and not permissive in nature, thereby precluding the possibility of arbitration between the parties with respect to or arising out of this Agreement in any jurisdiction other than that specified in this paragraph. Each Party hereby waives any right it may have to assert the doctrine of forum non conveniens or similar doctrine or to object to venue with respect to any proceeding brought in accordance with this paragraph. Each Party hereby authorizes and accepts service of process sufficient for personal jurisdiction in any action against it as contemplated by this paragraph by registered or certified mail, return receipt requested, postage prepaid, to its address for the giving of notices as set forth in this Article 15.20 of this Agreement. Any final award rendered against a Party in any action or proceeding shall be conclusive as to the subject of such final award and may be enforced in other jurisdictions in any manner provided by law.

15.8 Offensive Material. Company hereby reserves the right, at its sole discretion, to terminate this Agreement should it be determined that the Website involves or contains spam or offensive material. For purposes of this Agreement, offensive material includes content which is pornographic, illegal in the State of Illinois, racially, sexually, faith-based or gender insensitive, politically or otherwise inflammatory or that which the Company determines is in poor taste. Should the Company determine that the Website contains Offensive Material under this Article 15.8, Company will then send notice of termination to client pursuant to the terms outlined in Article 15.3.

15.9 Succession and Assignment. This Agreement shall be binding upon and inure to the benefit of the Parties and their respective successors and assigns. No Party may assign either this Agreement or any of its rights, interests, or obligations hereunder without prior written approval of the other Party.

15.10 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any situation in any other jurisdiction.

15.11 Amendments. This Agreement may not be modified or amended, except by a written document signed by all Parties hereto. The terms of this Article may not be waived or orally amended.

15.12 Waivers. The Parties may waive any of the conditions contained herein or any part of the obligations of the other Parties hereunder, but any such waiver shall be effective only if in writing and signed by the Party waiving such conditions or obligations. No waiver by any Party of any default, misrepresentation, or breach of warranty or covenant hereunder, whether intentional or not, shall be deemed to extend to any prior or subsequent default, misrepresentation, or breach of warranty or covenant hereunder or affect in any way any rights arising by virtue of any prior or subsequent such occurrence.

15.13 Counterparts. This Agreement may be signed in multiple counterparts, each of which is considered an original and all of which together will constitute a whole. This Agreement will be effective upon execution by all Parties hereto.

15.14 Headings. The descriptive headings contained in this Agreement are inserted for convenience only and will not control or affect the meaning or interpretation of any of the provisions hereof.

15.15 Construction of Terms. Where required for proper interpretation, words in the singular will include the plural; and masculine gender will include the neuter and feminine, and vice versa.

15.16 Construction. The Parties have participated jointly in the negotiation and drafting of this Agreement. In the event an ambiguity of intent or interpretation arises, this Agreement shall be construed as if drafted jointly by the Parties and no presumption or burden of proof shall arise favoring or disfavoring any Party by virtue of the authorship of any of the provisions of this Agreement. Any reference to any federal, state, local, or foreign statute or law shall be deemed also to refer to all rules and regulations promulgated thereunder, unless the context requires otherwise. The word “including” shall mean including without limitation. The singular number shall include the plural and the plural the singular, and any gender shall be applicable to all genders. The use of the words “herein”, “hereof”, “hereunder” and other similar compounds of the word “here” shall refer to this entire Agreement and not to any particular section, paragraph or provision. The Parties intend that each representation, warranty, and covenant contained herein shall have independent significance. If any party has breached any representation, warranty, or covenant contained herein in any respect, the fact that there exists another representation, warranty, or covenant relating to the same subject matter (regardless of the relative levels of specificity) which the Party has not breached shall not detract from or mitigate the fact that the Party is in breach of the first representation, warranty, or covenant.

15.17 No Third-Party Beneficiaries. This Agreement shall not confer any rights or remedies upon any Person other than the Parties and their respective successors and permitted assigns.

15.18 Survival of Representations and Warranties. All of the representations and warranties of the Parties contained in this Agreement shall survive termination under Article 15.3.

15.19 Parol Evidence. This Agreement sets forth the entire understanding and agreement of the Parties, and supersedes any and all prior written agreements or understandings between Parties, as to the subject matter of this Agreement. This Agreement may be amended only in writing signed by both Parties.

15.20 Notices.

  • (a) Generally. All notices, demands, or other communication of any type (herein collectively referred to as “Notices”) given in connection with this Agreement or in any way related to the transaction contracted for herein, will be void and of no effect unless given in accordance with the provisions of this Article.
  • (b) Notices. All Notices hereunder will be in writing and shall be addressed as follows (or at such other address for a Party as shall be specified by like notice):

If to Company:

OneIMS, Inc.
111 E Wacker Drive Suite 435
Chicago, IL 60601

If to Client, to Client’s last known address.

Any notice hereunder shall be deemed duly given (i) if delivered in person, on the day of such delivery, (ii) if by facsimile or email, on the day on which such facsimile or email was sent, provided that receipt is personally confirmed by telephone or email, and (iii) if by recognized next day courier service, on the first business day following the date of dispatch.

(a) Delivery. All Notices will be addressed to the last address on record for the applicable Parties. Either Party hereto may change the address for notice specified above by giving the other Party three (3) Days advance written notice of such change of address.

IN WITNESS WHEREOF, the Parties hereto have executed this Agreement by their duly authorized representatives.

Billing

Satisfaction Guarantee

We guarantee your satisfaction. If for any reason you are not satisfied with our service, please contact your account manager and let us make it right for you. We do not provide refunds, however, we will do everything in our power to provide a pleasant experience.

Payment terms

Full payment is due on the invoice date in US currency. Late charges of 3%, or the maximum legal rate, may be applied to overdue payments. Account more than ninety days overdue will automatically be cancelled and on-going service will be restricted until payment is received in full.

Billing cycles

Each of our service's billing cycle lasts one calendar month. Our billing cycle begins on the first (1st) of the month through the end of each month. Your first bill covers the period from the day you sign up for services through the end of the current billing cycle. If such a period is less than a full month, all charges that appear on your first bill may be pro-rated accordingly.

Payment methods

Customers using the monthly term pricing require a credit card to pay their monthly bill. OneIMS Group accepts VISA, MasterCard, Discover and American Express. Customers paying semi-annual or annual term may pay with either a credit card or check prior to the beginning of each billing cycle.

Changing credit cards

You can update your billing preferences at any time. Based on your plan, you may not be able to update your credit card information, in which case please contact our accounting team via email or phone.

Cancellations

At any time you may cancel your service for your account with a 30 day written notice. You may also upgrade or downgrade your account's pricing plan with a 30 day written notice.

Promotions

Promotional pricing may be available for our services. Promotions are tied to particular account types and are of limited duration. You must meet the eligibility requirements to use a promotion. We reserve the right to remove promotions if you do not meet the requirements. The specific terms for each promotion shall be individually described in relevant promotional documents.

Privacy Policy

Section 1: Definitions

“Client” - The Individual or Organization requesting services from OneIMS.

“Client’s Customer’s” – Third parties that may provide personal information to OneIMS' Clients.

"Customer Data" - the data collected, processed, or stored during the use of OneIMS services.

“GDPR” - General Data Protection Regulation (EU) 2016/679 of the European Parliament and of the Council of 27 April 2016 on the protection of natural persons with regard to the processing of personal data and on the free movement of such data.

“Party” - singularly, Company or Client, and, (collectively, Parties).

“Personal Data Breach” - means a breach of security leading to the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to, Personal Data transmitted, stored or otherwise processed.

“Personally Identifiable Information, (PII)” - means any information relating to an identified or identifiable individual where such information is contained within Customer Data and is protected similarly under applicable Data Protection Law

Section 2: Personal Information

A. Information We Collect

OneIMS strives to provide the best service to its customers. In order to do so, we may collect basic information that the customer provides when they sign up on the OneIMS Site. Information we collect includes but is not limited to customer first and last name, organization name, address(es), e-mail address(es), mailing address(es), phone number(s), nationality, Country of Origin, and language preference. OneIMS may also request demographic contact information including, but not limited to, your job title, job function, and corporate title.

B. How Personal Information is Used.

The Personal Information we collect is used for customers to maintain their OneIMS account. Customers are able to sign into their user accounts with their personal username and password. This Information also allows OneIMS to communicate with you. We will also send notifications containing information related to your account.

C. Access to Your Personal Information

You will have access to your personal information through your user account. If any information on your account is outdated or incorrect you may change this information by updating your account. We aim to maintain our services in a manner that protects information from accidental or malicious destruction.

Section 3: PII Protection

A. Protecting Your Information

OneIMS uses up to 256-bit Secure Sockets Layer (SSL) encryption when collecting or transferring sensitive data to ensure that any critical data, such as credit card information, is unreadable while it is being transferred over the Internet. Our data storage runs on Heroku, which is encrypted at rest with AES-256, block-level storage encryption.

OneIMS has also implemented internal policies and procedures in the interest of safeguarding the information we collect. We take reasonable precautions and follow industry best practices to make sure personal information is not inappropriately lost, misused, accessed, disclosed, altered or destroyed. However, no method of transmission over the Internet, or method of electronic storage, is 100% secure; therefore, we cannot guarantee its absolute security. In the event of a Data Breach, OneIMS will contact those affected within 72 hours of first becoming aware of the Breach.

C. Disclosure of Information

OneIMS will not rent, sell, or trade your personally identifiable information. We use your information exclusively to provide you products and services. OneIMS may provide our partners, companies or persons who are involved in processing your order, with the necessary information to perform associated service(s) for OneIMS. OneIMS will only disclose your personally identifiable information if we have a good faith belief that the disclosure of this information is reasonably necessary in order to comply with any applicable law, regulation, legal process or enforceable governmental request, enforce applicable Terms of Service, including investigation of potential violations, detect, prevent, or otherwise address fraud, security or technical issues.

We may share non-personally identifiable information publicly and with our partners – like publishers, advertisers or connected sites. For example, we may share information publicly to show trends about the general use of our services.

In the event of any change of control, we will continue to ensure the confidentially of any personal information and notify affected users prior to the transfer of any personal information.

D. Unsubscribe/Opt-out

An unsubscribe/opt-out link is found on the bottom of all email correspondence sent out by OneIMS or subsidiaries. You may choose to unsubscribe/opt-out at any time. You may also send us your request to: OneIMS 111 E Wacker Drive, Suite 435, Chicago, IL 60601.

E. Links to Third Party Sites

Our web site may contain links to web sites operated and maintained by third parties, over which we have no control. Privacy policies on such linked sites may be different from our privacy policy.

Section 4: GDPR

A. GDPR Compliance

Although, OneIMS does not market or currently work with EU clients, we recognize that some of out Customer’s Clients may reside in the EU. OneIMS is in compliance with current GDPR regulations.

If you are an EU resident, you will also be required to enter the same personal information required above. The only personal information we collect and store is the information give by the Customer when they sign up for an account. You may access any personal information we maintain by signing into your customer account. Any corrections to incomplete or inaccurate data may be made by you in your user account. When EU Customers sign up they must explicitly consent to our collecting and using your information for the purposes specified above. If we ask for personal information for marketing purposes we will obtain additional consent prior to collecting it. If after you opt-in, you change your mind, you may withdraw your consent by deleting your account and discontinuing the use of the service. EU residents may unsubscribe or opt-out of receiving marketing communications from OneIMS by following the procedure detailed above.

B. Indemnity

This Privacy Statement does not apply to the practices of third parties that OneIMS does not own or control, or individuals that OneIMS does not employ or manage. The use of your Personal Information by third parties that you access through the Site is governed by the privacy policies of such parties and is not subject to OneIMS’ control. OneIMS is not responsible for the privacy or security practices of other websites on the Internet, even those linked to or from the OneIMS Site. OneIMS encourages you to ask questions before you disclose your personal information to others.

We do not maintain any of our Customer’s Client’s Data. Our Customers are solely responsible for all maintenance and protection of their customer data. In the event of a Data Breach to our Customer, the Customer agrees to indemnify, defend and hold harmless OneIMS for the breach. This Privacy Policy only governs when and why OneIMS discloses Personal Information.

Section 5. Miscellaneous

A. Changes to this Privacy Policy

We reserve the right to change this privacy policy at any time. Any changes to this policy will be by posted to our Web site. Those changes will go into effect on the date the changes are posted. The new policy will apply to all current and past users of our web site and will replace any prior policies that are inconsistent.

B. Severability

Any term or provision of this Agreement that is invalid or unenforceable in any situation in any jurisdiction shall not affect the validity or enforceability of the remaining terms and provisions hereof or the validity or enforceability of the offending term or provision in any situation in any other jurisdiction.

C. Headings

The descriptive headings contained in this Agreement are inserted for convenience only and will not control or affect the meaning or interpretation of any of the provisions hereof.

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