Web Design Services Agreement This Web Design Services Agreement ("Agreement") is a valid legal agreement between Blue Light Studio ("Blue Light Studio") and you, the individual or single entity ordering Blue Light Studio’s web design services ("Services") either via an on-line order form or via Blue Light Studio’s customer service call center ("Purchase Process"). This Agreement governs your purchase and use of Blue Light Studio’s Services ordered by you during the Purchase Process. This version of Agreement is effective starting April 28, 2008. You must complete the acceptance process below before Blue Light Studio will activate the Services. PLEASE READ THIS AGREEMENT CAREFULLY BEFORE PURCHASING ANY BLUE LIGHT STUDIO'S SERVICE AND PRODUCTS. By purchasing any Blue Light Studio's service and product, you agree to be bound by the terms and conditions of this Agreement ("Terms of Service"). If you do not agree to be bound by these Terms of Service, you should not purchase any Blue Light Studio's service and product. Blue Light Studio reserves the right to reject this Agreement for any reason prior to acceptance. Activation of the Services will indicate Blue Light Studio’s acceptance of this Agreement. Blue Light Studio reserves the right to change or modify any of the terms and conditions contained in this Agreement at any time and from time to time in its sole discretion with notice to you, and to determine whether and when any such changes apply to both existing and future customers. Blue Light Studio may make changes or modifications to referenced policies and guidelines without notice to you. Your continued use of the Services following Blue Light Studio's posting of any changes or modifications will constitute your acceptance of such changes or modifications. 1. Payment. As consideration for Blue Light Studio providing the Services hereunder, you agree to pay Blue Light Studio forty percent (30%) of total price of the Services you select and buy during the Purchase Process (“First Payment”) upon execution of this Agreement, and fifty percent (70%) upon the earlier of i) 4 business days of making the final website available for your review or ii) 45 days from purchase date, regardless of Website progression. The initial 30% fee is non refundable, unless you request to cancel services within 24 hours of placing the order. In order for Blue Light Studio to remain in business, payments must be made promptly. Invoices are due upon receipt. Delinquent bills will be assessed a $10 charge if payment is not received within fourteen days of the due date. If an amount remains delinquent thirty days after its due date, an additional five percent (5%) penalty will be added for each month of delinquency. Blue Light Studio reserves the right to remove the website from viewing on the Internet until final payment is made. In case collection proves necessary, you agree to pay all fees incurred by that process. You agree that for purposes of venue, this Agreement was entered into in California, USA, and any dispute will be litigated or arbitrated in California, USA. Please pay on time. 2. Services. 2.1 Blue Light Studio offers a number of web design packages including e-commerce solution packages as published on the Blue Light Studio website. Blue Light Studio also offers custom web design services that may or may not be displayed on the Blue Light Studio website. You may also purchase optional add-ons. Subject to these Terms of Service and during the term of this Agreement, Blue Light Studio agrees to provide to you the Services you selected to buy during the Purchase Process. Blue Light Studio reserves the right to amend its Services offerings and to add, delete, suspend or modify the terms and conditions of the Services, at any time and from time to time, and to determine whether and when any such changes apply to both existing and future customers. 2.2 You understand and agree that Blue Light Studio will publish the website solely in accordance with the information provided by you in written form and/or telephone interview. Blue Light Studio will charge you First Payment during the Purchase Process. You must submit all the contents and images that you would like to appear on your website before we will start designing your site. After we received materials such as sample URLs, specification, content text and images, and the First payment, we will present a beta design of the home page to the client. A beta design of home page is a rough draft of what every page of the website will look like when it is completed. All pages of the website will have the same design as the home page, unless client has purchased enhancement for unique design. Client will get unique design for a page different from the home page design if he/she has purchased unique design enhancement for that page. A beta design of home page will be made available for you to view prior to further development of your website for the purposes of editing for corrections to content and images. You can advise us of any necessary changes on the beta design. The revisions should be delivered to us via email as a numbered list. We will then revise the beta design and continue design the rest of the site. Once we begin to revise the design, the list cannot be changed. Please finalize the list before submitting it to us for revision. Blue Light Studio will attempt to contact you to notify that the beta design is completed, and ready to be developed as the complete website. In the event you do not respond within 4 business days, the beta website shall become "passively accepted" by you and Blue Light Studio will develop the beta website to become the complete website. The complete website will be designed and developed based on the beta design. The complete website will be made available for you to view prior to launch or hosting for purposes of editing for minor corrections to content only. Editing beyond minor correction of content will be considered as additional services or part of the monthly maintenance service (if you selected this service) and will be billed as such. Blue Light Studio offers free support for a period of one (1) week after the launch, giving it enough time to be sure your website is properly working. Blue Light Studio will bill the remaining 70% of total price of the Services you selected during the Purchase Process (“Final Payment”) upon the 4 business days of making the final website design available for your review. Blue Light Studio will attempt to contact you to notify that the site is completed, and ready to publish. In the event you do not respond within 4 business days, the site shall become "passively accepted" by you and Blue Light Studio will publish the site and bill the Final Payment. Final Payment is non-refundable once the beta or complete website has been passively or actively accepted. 2.3 Blue Light Studio puts every effort to optimize your website for better ranking in Search Engines. However, Blue Light Studio does not guarantee any ranking of your web site in any search engine. You agree to authorize Blue Light Studio to access your ISP account, and authorize the ISP to provide Blue Light Studio with any necessary “write permission” for your web page directory, cgi-bin directory, and any other directories or programs that need to be accessed for this project. You also authorize Blue Light Studio to publicize the completed website to web search engines, as well as other web directories and indexes. Blue Light Studio will submit your website to the following search engines: Yahoo, Google, MSN, and Ask.com. Blue Light Studio does not guarantee any ranking of your web site, approval of your website submission, duration of ranking, in any search engine or web directory or web index. Blue Light Studio will set up Google AdSense for Search and AdSense for Content in the website, if such feature is included in the Services you selected and bought during the Purchase Process. However, Blue Light Studio does not guarantee any income generated from Google AdSense for Search and Adsense for Content in the website. 3. Rights to the Website and Content. With the exception of any Third-Party Materials and Background Technology as set forth in Section 4, you own the website and Customer Content. "Customer Content" means all content or information (including, without limitation, any text, music, sound, photographs, video, graphics, data, or software), in any medium, provided by you to Blue Light Studio. "Third-Party Materials" means any content, software, or other computer programming material that is owned by an entity other than Blue Light Studio, and licensed by Blue Light Studio or generally available to the public, including you, under published licensing terms, and that Blue Light Studio will use in the development of or to display or run a website. The graphics utilized from Blue Light Studio's graphics library are licensed from third-party suppliers. Blue Light Studio will provide you a limited, personal, nonexclusive, nontransferable license to use the graphics during the term of this Agreement. 4. Limited License to the Background Technology. "Background Technology" means computer programming & formatting code or operating instructions developed by or for Blue Light Studio and used to create any portion of a website or used to operate the website or a web server in connection with a website. Background Technology includes, but is not limited to, any files necessary to make forms, buttons, checkboxes, and similar functions and underlying technology or components, such as style sheets, animation templates, interface programs that link multimedia and other programs, customized graphics manipulation engines, and menu utilities, whether in database form or dynamically driven. Background Technology does not include any Customer Content or any derivatives, improvements, or modifications of Customer Content. Subject to the terms and conditions of this Agreement, Blue Light Studio hereby grants you a perpetual, nonexclusive license to copy, distribute, transmit, display, perform, create derivative works of, and otherwise use only such Background Technology that is incorporated into a website, in whole or in part, solely as necessary for you to operate, maintain, and make the website available in the normal course of your business. You may not duplicate or distribute any Background Technology to any third party without the prior written consent of Blue Light Studio. All rights to the Background Technology not expressly granted to you hereunder are retained by Blue Light Studio. Without limiting the foregoing, you agree not to reverse-engineer, reverse-assemble, decompile, or otherwise attempt to derive any source code of the Background Technology, except as allowed by law. 5. Limited License to Content. You hereby grant to Blue Light Studio the limited, nonexclusive right and license to copy, distribute, transmit, display, perform, create derivative works from, modify, and otherwise use and exploit website, any Customer Content, or any Customer Marks provided to Blue Light Studio hereunder, solely for the purpose of rendering Blue Light Studio’s Services under this Agreement. Such limited right and license shall extend to no other materials or for any other purpose and will terminate automatically upon termination of this Agreement for any reason. 6. Content Standards. You agree not to provide Customer Content, and Blue Light Studio will not intentionally provide to you any content, that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. If you are international, then you agree to comply with all applicable local and national laws. Blue Light Studio reserves the right to refuse any other subject matter it deems inappropriate. 7. Term and Termination. (a) This Agreement is effective as of the Activation of the Services and shall continue unless terminated; (b) Blue Light Studio may terminate this Agreement after five (5) days' written notice to you if you materially breaches this Agreement, including, without limitation, failure to pay, and fails to cure such breach during such five (5) day period; and (c) upon the termination of this Agreement, you will pay Blue Light Studio for all Services provided to you by Blue Light Studio prior to termination. Sections 2, 3, 4, 5, 11, and 14 will survive termination of this Agreement. 8. Blue Light Studio’s Warranties. Blue Light Studio warrants (a) that the website will conform to specifications or acceptance criteria agreed to by the parties when delivered to you and for a period of one (1) week thereafter (the "Warranty Period") and (b) that Blue Light Studio will perform the services in material conformity to the specifications contemplated hereunder in a professional and workmanlike manner. Blue Light Studio's warranties and representations hereunder will not extend or apply to any website modified by any party other than Blue Light Studio's. In the event that you discover an Error in the Web site during the Warranty Period, Blue Light Studio's sole responsibility will be to use reasonably commercial efforts to correct such Errors. "Error" means any reproducible error, problem, or defect resulting from (i) an incorrect functioning of the Background Technology that materially affects the functionality of the Web site or (ii) any failure of the Web site delivered to you to materially meet the specifications or acceptance criteria. All warranty claims not made in writing within the Warranty Period shall be deemed waived. Blue Light Studio's warranty obligations are personal to you and may not be extended to any third party. 9. Assignment of Project. Blue Light Studio reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion. 10. Age. You certify that you are at least eighteen years of age. 11. Limited Liability. You agree not to provide Customer Content that (a) infringes on any third party's intellectual property or publicity/privacy rights; (b) violates any applicable law or regulation; (c) is defamatory, violent, clearly harmful, or obscene or pornographic or infringes on citizens' rights; or (d) contains any viruses, Trojan horses, worms, time bombs, cancel bots, or other computer programming routines that are intended to damage or interfere with any system, data, or personal information. You hereby agree to indemnify and hold harmless Blue Light Studio from any claim resulting from your publication of those content or use of them. You hereby agree to indemnify and hold harmless Blue Light Studio in any claim resulting from the submission of those contents. If Blue Light Studio shall acquire an Internet domain name on behalf of the you, then in such case you hereby waive any and all claims which it may have against Blue Light Studio for any loss, damage, claim, or expense arising out of or in relation to the registration of such domain name in any on-line or off-line network directories or lists following the termination of the providing of this service by Blue Light Studio for any reason. Under no circumstances, including negligence, shall Blue Light Studio, its offices agents, or anyone else involved in creating, producing, or distributing its services, be liable for any direct, indirect, incidental, special, or consequential damages that result from the use of or inability to use Blue Light Studio’s services; or that result from mistakes, omission, interruptions, deletion, or loss of files or data, errors, defects, delays in operation, or of performance, whether or not limited to acts of God, communication failure, theft, destruction, or unauthorized access to Blue Light Studio’s records, programs, or services. You maintain sole responsibility for data backups and restoration. You hereby acknowledge that this paragraph shall apply to all content on Blue Light Studio’s services. Notwithstanding the above, your exclusive remedies for all damages, losses, and causes of actions whether in Terms of Service, tort including negligence, or otherwise, shall not exceed the aggregate dollar amount that you paid during the term of this Agreement and any reasonable attorney’s fee and court costs. 12. Indemnification. You agree that you shall defend, indemnify, save, and hold Blue Light Studio harmless from any and all demands, liabilities, losses, costs, and claims, including reasonable attorney’s fees (“Liabilities”) asserted against Blue Light Studio, its agents, 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 you, your agents, employees, or assigns. You agree to defend, indemnify, and hold harmless Blue Light Studio against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with Blue Light Studio service, any material supplied by you infringing on the proprietary rights of a third party, copyright infringement, and any defective product which you has sold from the website Blue Light Studio has designed. 13. Laws Affecting Electronic Commerce. You agree that you are solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Blue Light Studio and its subcontractors from any claim, suit, penalty, tax, or tariff arising from your use of Internet electronic commerce. 14. Miscellaneous. This Agreement shall be governed solely by the laws of the State of California, excluding its principles of conflicts of laws. Any action under or relating to this Agreement shall be brought solely in the state and federal courts located in California, with sole venue in the courts located in Orange County, and each party hereby submits to the personal jurisdiction of such Courts. Each party agrees that its performance under this Agreement shall in all respects conform to all applicable laws, rules, and regulations of the United States governing the export of technical information. You may not assign this Agreement without the prior, written permission of Blue Light Studio. Any purported assignment in violation of this will be void and without any effect. This Agreement may not be modified or amended except in writing, signed by both parties. Any purported oral modification or amendment of this Agreement in derogation of the foregoing shall be without any effect. Neither party may waive any right hereunder except expressly and in writing. This Agreement is the entire agreement between the parties with respect to this subject matter, and it supersedes all prior and contemporaneous discussions, negotiations, communications, and agreements with respect thereto.