The following agreement is by and between Future Web Services hereafter “Developer” and “Client”, for the purpose of developing or marketing a World Wide Web site or part there of.  Any references to “I”, “we”, or “us” refer to Developer and any references to “you” or “your” refer to Client.

WHEREAS, Developer is a web site design and Internet hosting company.  Developer offers hypertext markup language (HTML), Perl, JavaScript, and other computer language programming and graphic design services;

WHEREAS, Client seeks to utilize Developer services to develop and/or improve a World Wide Web site for his/her own purposes;

WHEREAS, the parties acknowledge that the Internet is neither owned nor controlled by any one entity; therefore, Developer can make no guarantee that any given reader shall be able to access Developer designed pages at any given time.  Developer represents that it shall make, in good faith every effort to ensure that its designed sites are for as large an Internet viewing audience as possible;

NOW THEREFORE, in consideration of the mutual promises contained herein, the parties agree to the terms and conditions as follows:

1.  Copyrights:
Client hereby unconditionally guarantees that all text, graphics, photos, trademarks, designs, and any other materials provided to the Developer by the Client are either owned by the Client or used with permission of the owners of said materials.  Client agrees to hold harmless, protect, and defend Developer from any claim or suit arising from the use of these materials. 

2.  Ownership to Web Pages and Graphics
Copyright to the finished assembled work of web pages produced by the Developer and graphics shall be vested with the Client upon final payment for the project only by prior written agreement.  Without written agreement ownership of all code and graphics stays with the Developer. This ownership is to include design, photos, graphics, source code, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project. Design, photos, graphics, source code, text, and any program(s) supplied by the client remains the property of the client. The client agrees that the finished work may only be used on the single domain or domains that it was initialy set up for. Resale or distribution of any coding or graphics is forbidden unless prior agreement is made between the Client and the Developer.

3.  Design Credit:
Unless prior agreement is made client agrees that the Developer may put a byline on the bottom of their web pages establishing design, development, hosting credit.  Client also agrees that the web site created for the Client may be included in the Developer’s portfolio.

4.  Limited 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 the Developer. 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 the Developer from any claim resulting from the Client's publication of material or use of those materials.

It is also understood that the Developer will not publish information over the Internet, which may be used by another party to harm another. The Developer reserves the right to determine what is and is not pornography.

5.  Assignment/Delegation of Project:
The Developer reserves the right to assign certain subcontractors, in whole or in part, to this project to insure the proper fit for the job as well as on-time completion.

6.  Prohibited Uses:
Client shall not use, nor permit the use of by any person, the web site or any part thereof (a) to transmit any obscene communication (i) with intent to annoy another person or (ii) to any person under 18; or (b) to send to, or display in a manner available to, any person under 18, any communication which depicts or describes sexual or excretory activities or organs. 

7.  Client Amends:
Developer prides itself in providing excellent customer service.  That is the spirit of our agreement and the spirit of the Developer’s business.  To that end, we encourage input from the Client during the design process.

The Developer understands however, that clients may request significant design changes to pages that have already been built to the Client’s specification.  To that end, please note that our agreement does not include a provision for “significant page modification” or creation of additional pages in excess of our agreed maximum.  If significant page modification is requested after a page has been built to the Author’s specification, we must count it as an additional page.

Some examples of significant page modification at the request of the Client include:

• Developing a new table or layer structure to accommodate a substantial redesign at the Client's request
• Recreating or significantly modifying the company logo graphic at the Client's request
• Replacing more than 75% of the text to any given page at the Client's request
• Creating a new navigation structure or changing the link graphics at the Client's request
• Significantly reconfiguring the Client's shopping cart with new product, shipping or discount calculation (if an e-commerce enabled site has been selected by the Client)

Clients who anticipate frequently changing the look of their site during the design process are encouraged to negotiate a maintenance agreement.

Moderate changes, however, will always be covered during our development of the site.

8.  Payment Terms / Work Flow:
A minimum deposit of fifty percent (50%) is required to commence work.

Once the 50% deposit is received by the Developer basic site design concepts will be put online for the Client's viewing and approval. Communication between the Developer and the Client is crucial during this phase to ensure that the ultimate publication will match the Client's taste and needs. Upon completion of this stage, the Client will be asked to confirm acceptance for the basic site design via e-mail or by signing a printed copy of the design. Once this acceptance is received from the Client, the work necessary to complete the project will begin.

Authors should continue, however, to continually view updates to the site and express their preferences or dislikes to the Developer. Upon completion of the web site, an e-mail or letter and invoice will be sent to the Client advising the Client that the work has been completed. Final payment of the remaining 50% balance plus any additional charges incurred will be due within fourteen (14) business days after delivery of this e-mail or letter and invoice, according to the Client's agreed upon Payment Plan. If the fourteen (14) day minimum is not met an additional charge of 10% is due. If payment is not made within thirty (30) days of notification, simple interest will accrue on the balance owed at an annual rate of 20%, charged monthly, from the date the 10% penalty was levied.

Developer reserves the right to remove all web content from the Internet if payment is not made within thirty (30) days after delivery of our completion notification. Most frequently, problems making payments timely are the result of poor communication channels in a company's Accounting Department. If a payment delay is anticipated, please contact the Developer to discuss potential problems in advance. If problems are anticipated we may be able to accommodate an alternate arrangement.

Payment for smaller projects is due on the date of invoice or where requested, made in advance.

9.  Indemnification:
Client agrees that it shall defend, indemnify, save and hold the Developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable solicitors fees associated with the Developer's development of the Client's web site. This includes Liabilities asserted against the Developer, it's subcontractors, it's agents, its clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by the Client, its agents, employee or assigns.

Client also agrees to defend, indemnify and hold harmless the Developer 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.

10.  Nondisclosure:
The Developer, its employees and subcontractors agree that, except as directed by the Client, it will not at any time during or after the term of this Agreement disclose any Confidential Information to any person whatsoever.  Likewise, the Client agrees that it will not convey any confidential information obtained about the Developer to another party.

11.  Legalities:
Developer does not warrant that the functions or operations contained in these web pages or on the Internet web site will be uninterrupted or error-free.  The entire risk as to the quality and performance of the web page(s) and web site is with Client.  In no event will the Developer be liable to the Client or any third party for any damages, including but not limited to, any lost profits, lost savings, or other incidental, consequential, or special damages arising out of the operation of or inability to operate these web pages or web site, even if the Developer has been advised of the possibility of such damages.

12.  Laws affecting Electronic Commerce:
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce.  The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend the Developer and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client’s exercise of Internet electronic commerce.

13. Cross Browser Compatibility:
Our agreement contemplates the creation of a web site viewable by both Firefox and Microsoft Internet Explorer® 5.0. 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 as new browser versions of Internet Explorer® and Firefox ® are developed, the new browser versions may not be backward compatible.

14.  Domain Registration:
At the Clients request, the Developer will secure a domain name (www.myname.com) for the Client as part of this Web Design and Development contract.  All registrar charges incurred in doing so will be charged to the Client as part of this agreement.

If the Client already has a domain name, the Developer will coordinate redirecting the address to the new host. 

15.  Meta Tag Generation:
The Developer will optimize the client’s web site with appropriate titles, keywords, descriptions and text, which will be used by search engines to list your site. These must be suplpied by the client. Should the client fail to supply such content the developer may iclude them to his best judgement.

16.  Search Engine Submission:
The Developer will create pages that can be crawled by search engine spiders.  Please keep in mind that some of these search engines take up to 8 weeks or more to list a site.  There is no gaurantee that a site will be listed by search engines without the need for dedicated Search Engine Optomisation methods which may be charged as extra.

17.  Banner Exchange Programs:
Unless seperate agrement is made in writing, this agreement does not contemplate the creation of a banner image. A Banner image is necessary if the Client wishes to participate in Banner Exchange Programs.  These programs work by placing a banner or link on a competitor’s page in order to attract new accounts.  The disadvantage is that a banner will also be placed on your pages leading your web surfers away from your site.

18.  CD Burning:
The Developer will at your prior request burn one copy of the Client’s web site into a CD and deliver to the Client upon completion of the site.  Additional copies of the CD are available for £10.00 each.

19.  Third Parties or Client Page Modification:
Some Clients will desire to independently edit or update their web pages after completion of the site as a way to control costs and avoid the expense of a Maintenance Agreement.  This is always an option for Clients of the Developer.

Note however, that if this option is selected and the Client or an agent of the client other than the Developer attempts to update the web site and damages the design or impairs the ability for the web pages to display or function properly, time to repair the web pages will be assessed at an hourly rate of £40.  There is a one-hour minimum.  In this regard, Clients are encouraged to obtain a Maintenance Agreement.

20.  Maintenance Agreements:
Maintenance Agreements are negotiated on a Client-by-Client basis, as each Client will have differing needs.  This is another way the Developer seeks to help the Client control cost.  If you have chosen a Maintenance Agreement the terms will be outlined in a separate Maintenance Contract.

 21.  Java Applets:
This agreement does not contemplate the use of Java Applets unless specified in Appendix A. Clients are encouraged to not use Java Applets as many viewers on America Online will be served an error when trying to view the page. Java Applets may also 'crash' older computers on download and download times for some viewers can be excessive.  Browser compatibility and navigation problems may also become an issue with Java applets.

22.  CGI / Perl:
This contract does not include CGI / Perl or Active X scripting.  If the Client specifically requests CGI / Perl or Active X scripting, this will be quoted separately, on an hourly rate based on development time.  Please see Appendix A for CGI / Perl and Active X scripting details.

23.  Macromedia Flash:
Macromedia Flash is always an option to the Client's of the Developer. If chosen, the specific understanding of our arrangement will be listed in Appendix A.   Although Flash work is charged by the hour, the Developer warrants to protect the client by specifying a maximum charge in advance which will be listed in Appendix A.

The Developer warrants to work earnestly to come in under the maximum charge.

24.  DHTML:
Our base agreement does not contemplate using DHTML technology. However, as with Macromedia Flash this is always an option for the Client.   If DHTML technology is desired by the Client, the rate to program each DHTML page will be specified in Appendix A. The Client understands that DHTML technology may not work in older browsers and some DHTML technology is not cross-browser specific.

25.  Real Audio/Video:
Unless seperate agrement is made in writing, our base agreement does not contemplate using Real Audio or Real Video on the Client's site. If chosen, however, the charges for such will be listed in Appendix A.  Multimedia streaming technology may also require the services of specific Hosts and hosting plans.  Please let your sales associate understand your needs for streaming multimedia prior to signing this contract.  All such multimedia requirements are to be detailed on Appendix A.

26. QuickTime / QuickTime VR:
Our agreement does not contemplate using QuickTime® or QuickTime VR® technology on the Client's web site. This is, however, certainly an option for the Client.

27.  E-commerce:
This contract may contemplate the use of an e-commerce enabled site. If a shopping cart is required for the Client's site, appropriate shopping cart software and Host plan will be used at an additional cost to the Client.

28.  Secure Certificate:
This agreement may contemplate the use of an e-commerce enabled site. If the Client selects an e-commerce enabled site, the Client is encouraged to obtain a secure certificate for online transactions. The Client understands that if they do not obtain their own secure certificate, design capabilities on the shopping cart itself may be limited.  If this is handled by the developer the Client agrees to pay any associated setup fees/charges billed by the Developer for the maintenance of certificates.

29.  Merchant Account:
If the Client's web site requires the ability to accept credit cards, the Client will need a Merchant Account. The Client understands that any services/charges necessary to secure the Merchant Account are not covered by this agreement. All fees and ongoing costs of A merchant Account or similar are the responsibilty of the client.