WHEREAS

The Agency and the Client wish to set out the conditions between the parties in order to commence the Agency’s application development service to the Client.

NOW THEREFORE, the Agency and the Client agree as follows:

1. DEFINITIONS

1.1.        “Agency” refers to Hebron Media, its agents and authorized representatives which are also

referred to using “we”, “us”,” our” and “ours”.

1.2.       “Client” refers to, its agents and authorized representatives which are also referred to using “they”, “them”, “their” and “theirs”.

1.3.       “Content” refers to all text, pictures, sound, graphics, video, links, and other data stored by the Client at the host computers.

2. AUTHORIZATION

The Client is engaging the Hebron Media as an independent contractor for the specific project of developing & designing application to be installed on the Client’s web space on a web hosting service’s computer. The Client hereby authorizes the Agency to access this account, and authorizes the web hosting service to provide the Agency with “write permission” for the Client’s webpage directory, CGI-bin directory, and any other directories or programs which need to be accessed for this project.

3. PAYMENT AND WORK FLOW

The Agency agrees to execute this application development as specified in Appendix A which is an integral part of this agreement. By signing this agreement, the Client acknowledges that this is the ONLY specification for this application development project. Any subsequent modifications to this specification together with any cost adjustment have to be agreed by both parties by signing a modification agreement. The Client also agrees to pay the Agency the advance deposit specified in Appendix B upon signing this agreement. Under all circumstances, the Agency will not start work until the deposit is received. All interim payments, if any, are also listed in Appendix B.

The Agency will show the Client all the work done and the Client is required to sign off indicating that all work has been done according to Client’s specifications. The Client agrees to pay the Agency the balance payment at this moment before the live site is launched.

4. MERCHANT ACCOUNT

If the Client’s application development requires the ability to accept credit cards and/or other forms of online payment, the Client will need a Merchant Account capable of receiving secure internet money transactions. The Client understands that this is their sole responsibility to set up an account with a service provider such as PayPal/ CC-avenue/razor pay. However, the Client may request the Agency to assist in such set up. The Client may be billed for such service per rate set out in Appendix B.

5. ADDITIONAL EXPENSES

Client agrees to reimburse the Agency for any critical Client-requested expenses necessary for the completion of the Application development not mentioned in this proposal contract or Appendices A or B. Examples would be:

• Purchase of specific fonts at the Client’s request.
• Purchase of specific photography or equipment at the Client’s request.
• Purchase of specific software or obtain APIs for various web services at the Client’s request.

6. ADDITIONAL SERVICES

If significant page modification is requested after a page has been built to the Client’s specification, we must count it as an additional page and include such changes in Appendix B. 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 50% 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 web site has been selected by the Client.

Clients who anticipate frequently changing the look of their application development during the design process and clients who desire to be intricately involved in the design of each page are encouraged to negotiate an additional agreement.

7. TECHNICAL SUPPORT

We’re not an application hosting company so we don’t offer support for application hosting, email or other services relating to hosting. You may already have professional hosting and you might even manage that hosting in-house; if you do, great. If you don’t, we can set up an account for you at one of our preferred hosting providers. We can set up your site on a server, plus any statistics software such as

Google Analytics and we can provide a separate estimate for that. After that, any updates to, and management of that server will be up to you.

8. MAINTENANCE

This agreement does include minor modifications and corrections requested within Thirty (30) days up to an average of one hour per page, including updating links and making minor changes to a sentence or paragraph. It does not include removing nearly all the text from a page and replacing it with new text. If the Client or an agent other than the Agency attempts to update the Client’s pages during this time, time to repair the web pages will be assessed at the hourly rate specified in Appendix B and is not included as part of the modification time.

9. CANCELLATION AND REFUND

Refer to Refund Policy

10. CONTENT OWNERSHIP

Copyright to the finished assembled work of application development produced by the Agency shall be vested with the Client upon final payment for the project. This ownership is to include design, photos, graphics, source code, work-up files, text, and any program(s) specifically designed or purchased on behalf of the Client for completion of this project.

11. NON-DISCLOSURE

The Agency, 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 Agency to another party.

12. DESIGN CREDIT

Client agrees that the Agency may put a byline on the bottom of all web pages designed by the Agency to establish design and development credit. Client also agrees that the web site created for the Client may be included in the Agency’s portfolio.

13. ASSIGNMENT OF PROJECT

The Agency reserves the right to assign certain subcontractors to this project to insure the right fit for the job, as well as on-time completion. The Agency warrants all work completed by independent subcontractors who are secured by the Agency for this project. When subcontracting is required, the Agency will only use industry-recognized independent professionals.

14. LAWFUL PURPOSE

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, the Agency, independent subcontractors, or third-party subcontractors. 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 Agency from any claim resulting from the Client’s publication of material or use of those materials. It is also understood that the Agency will not publish information over the Internet which may be used by another party to harm another.

15. COPYRIGHTS AND TRADEMARKS

The Client represents to the Agency and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the Agency for inclusion in the Client’s web site 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 the Agency and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client.

16. INDEMNIFICATION

Client agrees that it shall defend, indemnify, save and hold the Agency harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the Agency’s development of the Client’s web site. This includes liabilities asserted against the Agency, its subcontractors, its 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, employees or assigns.

Client also agrees to defend, indemnify and hold harmless the agency against liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the Clients web site. This includes infringing upon n 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.

17. GOVERNING LAW

The Client and the Agency shall comply with all statutory regulations. This agreement will be subject to Mumbai & London jurisdiction

18. ENTIRE UNDERSTANDING

This contract and the Application attached there to constitute the sole agreement between the Agency and the Client regarding this project. It becomes effective only when signed by both parties. It is the spirit of this agreement that this will be a mutually beneficial agreement for the Client and the Agency. Specific details of our agreement will be attached as Appendices A or B. IN WITNESS WHEREOF the undersigned have executed this Agreement as of the day and year first written above. The parties hereto agree that facsimile signatures shall be an effective as if originals.