BGEORGE DESIGNS ADVERTISING & WEB DEVELOPMENT SERVICES TERMS AND CONDITIONS

1. INTRODUCTION: BGEORGE DESIGNS(“BGEORGE DESIGNS” or “Company”) a Colorado Limited Liability Company, agrees to provide you (the “Client(s)” or “Advertiser”) with Advertising Services (defined below), subject to your compliance with the terms and conditions hereafter outlined (the “Terms and Conditions”). Please read these Terms and Conditions carefully. As an Advertiser, you agree to be bound by these Terms and Conditions, both for current and for any additional services for which you may contract with BGEORGE DESIGNS, including all payment terms (collectively, the “Agreement”). In this Agreement, “you” and “your” refers to the Advertiser.

Upon engaging BGEORGE DESIGNS for Advertising and/or Web Development Services you should have verbally accepted a summary of key provisions of these Terms and Conditions. IF, SUBSEQUENT TO YOUR VERBAL ACCEPTANCE OF THE SUMMARY TERMS AND CONDITIONS, YOU DO NOT AGREE TO BE LEGALLY BOUND BY THESE TERMS AND CONDITIONS, YOU MAY NOTIFY BGEORGE DESIGNS WITHIN THREE (3) DAYS OF YOUR ORDER AND THE ADVERTISING SERVICES WILL BE CANCELED WITH NO FURTHER OBLIGATIONS BY EITHER PARTY. PROVIDED, HOWEVER, THAT YOU SHALL BE RESPONSIBLE FOR COSTS OF ALL ADVERTISING SERVICES PROVIDED UNTIL SUCH CANCELLATION PROCEDURE IS FOLLOWED. FAILURE TO NOTIFY BGEORGE DESIGNS OF CANCELLATION ACCORDING TO THE PROCESS DEFINED ABOVE SHALL BE DEEMED TO INDICATE THAT YOU HAVE READ AND UNDERSTOOD THESE TERMS AND CONDITIONS, AND AGREE TO BE BOUND BY THEM. You agree that any of your agents, representatives, employees, or any person or entity acting on your behalf with respect to the use of the Advertising Services, shall be bound by, and shall abide by, these Terms and Conditions. You further agree that you are bound by these Terms and Conditions whether you are acting on your own behalf or on behalf of a third party, including another advertiser.


2. TERM, PAYMENT, & MODIFICATION: The term of this Agreement shall begin and become effective as of the sign-up date, which coincides with initial payment. The term shall continue as follows unless otherwise mutually agreed upon in writing: 180 days for search engine optimization and maps optimization, 180 days for pay-per-click services, and 180 days for social media services. Following the initial contract term, this Agreement shall renew at the end of each 30-day period for a successive 30-day term unless either party provides written 30-day notice of its intention not to renew or if both parties agree to enter a new contract term for a determined time period.

Advertiser agrees to pay to BGEORGE DESIGNS all applicable charges to its account in United States dollars, in accordance with the payment terms and conditions and/or payment plan mutually agreed upon, including, if any, all applicable taxes, within 15 days of such charges becoming due and in accordance with the billing terms in effect at the time the fee becomes payable. If any mutually agreed upon payment terms of additional services requested by you are different than the terms set forth in these Terms and Conditions, the payment terms for the additional services shall apply to those services. Advertiser agrees that any setup fee (or similar one-time payment depending on the Advertising Service selected by Advertiser) is nonrefundable as it is applied to costs immediately incurred by BGEORGE DESIGNS in initiating services.

Advertiser understands and agrees that the Advertising Services are billed one month in advance. In addition, if Advertiser has elected to pay BGEORGE DESIGNS by credit card, Advertiser agrees to authorize BGEORGE DESIGNS to charge its credit card in advance for such payments and for any amounts owed under this Agreement.

In the event you choose to terminate services prior to completion of the contract term, Advertiser agrees to pay an early termination fee equal to the greater of 50% of any remaining amount to be paid. If BGEORGE DESIGNS is unable to collect owed amounts from Advertiser, Advertiser shall pay to BGEORGE DESIGNS an insufficient funds fee equal to the greater of $25 or 6% of the total amount due, and Advertiser will be subject to a late payment charge equal to the lower of 1.5% per month accruing from the invoice date or the maximum amount allowed by applicable law. In the event collection proves necessary, the Advertiser agrees to pay all fees (including all attorney’s fees and court costs) incurred by that process.

Partial refunds will not be issued regardless of the point in the payment cycle at which cancellation occurs. Service will be carried out, and applicable sponsored links will remain listed, until the end of the account's payment cycle. Requests for immediate removal of sponsored links will be honored with the acknowledgment that this will not result in a partial refund for unused services.

You understand that BGEORGE DESIGNS may modify its standard terms and conditions and service offerings from time to time and that BGEORGE DESIGNS reserves the right to adjust the pricing of such services. Following the fulfillment of initial contract terms, advertisers in month-to-month contracts may be subject to revised terms and conditions and/or pricing. Advertisers are encouraged to enter long-term contracts to fix pricing, terms and conditions. If you are in a month-to-month contract, you agree to be bound by any changes BGEORGE DESIGNS may reasonably make to its pricing, terms and conditions when such changes are made.

3. FEES FOR BGEORGE DESIGNS SERVICES: Fees shall be as set forth in the following formats including invoice, estimates, pricing on website and cost/budget schedule. (BGEORGE DESIGNS has the right


4. METHOD OF PAYMENT: Advertiser must set up direct withdrawal from a valid, sufficiently funded bank account, provide a valid credit card with sufficient credit, or maintain a deposit with BGEORGE DESIGNS that BGEORGE DESIGNS can bill for all contracted Advertising Services.

5. SERVICES PROVIDED: Advertising Services are the process by which BGEORGE DESIGNS will market your site through various online methods, websites, etc. (the “Advertising Services”) Though BGEORGE DESIGNS cannot guarantee specific results, we proactively seek to provide high quality online marketing services that maximize our Clients return on advertising spending. BGEORGE DESIGNS does not employ tactics deemed to be unacceptable by major search engines. Clients agree to following terms listed below for each advertising and website service provided by BGEORGE DESIGNS.
SEO (Search Engine Optimization)

1. All fees are non-refundable and must be paid prior to beginning of work.
2. All fees, services, documents, recommendations, and reports are confidential.
3. All work specified within agreement is over a certain term and specified work can be completed at anytime during duration of term.
4. BGEORGE DESIGNS has no control over the policies of search engines with respect to the type of sites and/or content that they accept now or in the future. The Clients website may be excluded from any directory or search engine at any time at the sole discretion of the search engine or directory.
5. Due to the competitiveness of some keywords/phrases, ongoing changes in search engine ranking algorithms, and other competitive factors, BGEORGE DESIGNS does not guarantee #1 position(s) or consistent top 10 positions for any particular keyword, phrase, or search term. BGEORGE DESIGNS has no direct control over final positioning results. BGEORGE DESIGNS hopes to achieve good placement but search engines can and do the following things:

1. Index some pages of a site but not others
2. Not accept new sites or not index new sites for months on end
3. Index press releases, Reseller sites, news articles, investor sites and other sites that talk about your company ahead of your own site
4. Ignore requests for updates

6. Google has been known to hinder the rankings of new websites (or pages) until they have proven their viability to exist for more than “x” amount of time. This is referred to as the “Google Sandbox.” BGEORGE DESIGNS assumes no liability for ranking/traffic/indexing issues related to Google Sandbox penalties.
7. Occasionally, search engines will drop listings for no apparent or predictable reason. Often, the listing will reappear without any additional SEO. Should a listing be dropped during the SEO campaign and does not reappear within 30 days of campaign completion, BGEORGE DESIGNS will re-optimize the website/page based on the current policies of the search engine in question.
8. Some search directories offer expedited listing services for a fee. If the Clients wishes to engage in said expedited listing services (e.g., paid directories), the Clients is responsible for all paid for inclusion or expedited service fees. BGEORGE DESIGNS can offer a list of expedited listing services upon request.
9. Linking to “bad neighborhoods” or getting links from “link farms” can seriously damage all SEO efforts. BGEORGE DESIGNS does not assume liability for the Clients choice to link to or obtain a link from any particular website without prior consultation.
10. BGEORGE DESIGNS’s not responsible for changes made to the website by other parties that adversely affect the search engine rankings of the Client’s website.
11. Additional Services not listed herein (such as copywriting, link building, etc.) will be provided for a fee of $45-$200 per hour.
12. The Client guarantees any elements of text, graphics, photos, designs, trademarks, or other artwork provided to BGEORGE DESIGNS for inclusion on the website above are owned by the Client, or that the Client has received permission from the rightful owner(s) to use each of the elements, and will hold harmless, protect, and defend BGEORGE DESIGNS and its subcontractors from any liability or suit arising from the use of such elements.
13. BGEORGE DESIGNS’s not responsible for the Client overwriting SEO work to the Client’s site. (e.g., Client/webmaster uploading over work already provided/optimized). The Client will be charged an additional fee for re-constructing content, based on the hourly rate of $45 per hour. Notwithstanding any other provision of this Agreement, BGEORGE DESIGNS’s obligation to provide free SEO services shall cease in the event the Client’s conduct overwrites the SEO services provided. For example, if the client’s webmaster uploads content without consulting BGEORGE DESIGNS, then BGEORGE DESIGNS’s obligation to provide SEO services for free shall terminate.
14. BGEORGE DESIGNS reserves the right to assign subcontractors to the whole project specified on the Agreement, or any portion of the project specified on the Agreement.

PPC (Pay per click)

1. Clients should understand that clicks to your site, including clicks on the search engines, shopping engines, content sites, etc. may include certain misspellings, singular/plural combinations, and other related search terms that BGEORGE DESIGNS maps to your advertising campaigns. However, misspellings are becoming less common with new auto complete search engine technology. All keyword campaigns will include key terms, titles, descriptions selected specifically with the intent to optimize return on advertising spend.
2. All fees are non-refundable and must be paid prior to beginning of work.
3. All fees, services, documents, recommendations, and reports are confidential.
4. Keyword Analysis Research & Report: BGEORGE DESIGNS shall conduct research to determine which keywords and keyword phrases are appropriate to target in the pay per click management process.  By collaborating with Clients, BGEORGE DESIGNS will assist Clients in the selection of keywords and keyword phrases that search engine users are most likely to search for while utilizing search engines.  
5. A-B Testing: BGEORGE DESIGNS shall conduct A-B split testing for Google Adwords account to improve ad’s effectiveness. A separate A-B testing report will be sent on weekly basis.
6. Advertising Fees: Client would pay the advertising fees incurred in acquiring paid clicks directly to respective search engines. The monthly service fees paid to BGEORGE DESIGNS is exclusive of advertising fees to search engines. Any amount of money that you wish to go towards the sponsored listings purchases must be paid over and above the service fee indicated above.  It is completely up to you how much you wish to budget every month. The listed management fees are per search engine.
7. Account Maintenance & Reporting: BGEORGE DESIGNS shall monitor Clients ad campaigns and shall perform any changes required in order to improve the performance of the campaign. Reports will be sent on weekly basis. A separate report called as “Monthly Report” will be sent on monthly basis.
8. Advertising Estimates: BGEORGE DESIGNS makes no representations, warranties or guarantees of any kind as to the level of sales, purchases, clicks, sales leads or other performance that Clients can expect from Advertising. Any estimates provided by BGEORGE DESIGNS to Clients are not intended to create any binding obligations or to be relied upon by BGEORGE DESIGNS. BGEORGE DESIGNS acknowledges that no Clients personnel are authorized to make estimates that BGEORGE DESIGNS may rely on and that BGEORGE DESIGNS is not relying upon any such estimate or any such representation, warranties or guarantees.
9. Advertising Information, Materials & Modifications: Advertiser shall provide BGEORGE DESIGNS with true, accurate and current information for all Ads placed with Search Engines. BGEORGE DESIGNS certifies that it has the legal right to use all information, names, trademarks and search terms it provides or includes in its Ads. BGEORGE DESIGNS will provide all materials for the Advertising in accordance with Clients policies in effect from time to time, including without limitation the manner of transmission to Client and the lead-time prior to publication of the Advertising. BGEORGE DESIGNS agrees that Client has the right but not the obligation to make modifications to Ads prior to their delivery to search engines and further understands that, once Ads are delivered to search engines, BGEORGE DESIGNS may be limited in its ability to make further modifications to said Ads.
10. Search Engines: BGEORGE DESIGNS shall determine, in the exercise of its sole discretion, which search engines to use in connection with any Campaign. Advertiser acknowledges that BGEORGE DESIGNS does not produce, operate or transmit the Internet sites or services on which Ads may appear and that BGEORGE DESIGNS acts only as a sales representative or reseller of advertising inventory or listing services for the operators of such Internet sites or services.
11. Positioning: Except as otherwise expressly provided in this Agreement, positioning of Ads within the BGEORGE DESIGNS Directory or on any page of BGEORGE DESIGNS’s web site is at the sole discretion of BGEORGE DESIGNS. Positioning of Ads on search engines is at the sole discretion of the search engine(s).
12. No Proof of Advertising: Advertiser understands that BGEORGE DESIGNS is under no obligation and may simply not be able to provide any samples of your Ads in the context of any Publisher’s web site or BGEORGE DESIGNS’s Directory.
13. Clients agree that if at anytime a search engine ceases to offer sponsored listings or, if at anytime for any reason, a search engine refuses service to the company which you represent or refuses to provide a sponsored listing to this company that BGEORGE DESIGNS will not be held responsible.  You also agree that such a refusal of service to this company by a search engine may also be grounds for termination of this agreement by BGEORGE DESIGNS.
14. BGEORGE DESIGNS reserves the right to terminate or deny service for any reason, including: web sites considered to be of pornographic nature by BGEORGE DESIGNS, web sites involved in domain name disputes, failure to pay for services on time, solicitation or selling of illegal products or services.

Website Design and Development

1. Clients are engaging BGEORGE DESIGNS as an independent contractor for the specific project of developing and/or enhancing a website. Clients hereby authorize BGEORGE DESIGNS to begin work on the website named in Agreement.
2. Clients assert upon payment of the job that BGEORGE DESIGNS has legal authorization to use any content, media, documents, or data that are provided to BGEORGE DESIGNS for inclusion into Clients website.
3. Clients agree that all of the documents and text that are submitted to BGEORGE DESIGNS are in final form to be presented on the website. All text/content should be received from Clients to BGEORGE DESIGNS by a specific date upon website completion. If all text/content is not received on the specified date, Clients will be charged according to the current hourly rate listed in section titled Additional Programming and Graphic Design Pricing.
4. Clients understand that BGEORGE DESIGNS takes no responsibility for any errors on the above-mentioned website after Clients signs the project/website authorization form, provided by BGEORGE DESIGNS. The pre-sale period is so Clients and BGEORGE DESIGNS can find and patch any bugs before the website/software goes live. Any bugs found after the first 30days to the website/software going live, the Clients will be invoiced by BGEORGE DESIGNS hourly.
5. Design Templates: Clients agree BGEORGE DESIGNS has full ownership of all design templates and design work created. Clients agree not to resell, distribute or duplicate website. The “FREE” website included with Advertising services can be used for only a single website.
6. Content:  Clients acknowledges that BGEORGE DESIGNS exercise’s no control over the content of information passing through Clients website(s) and that it is the sole responsibility of Clients to ensure that the information it transmits and receives complies with all applicable laws and regulations. Clients assume full legal responsibility for all content written and provided by BGEORGE DESIGNS.
7. Additional Programming and Graphic Design Pricing: All additional work outside the parameters of this Agreement will be billed at a rate of $45 per hour. All additional work will be defined and billed on a separate invoice. If Clients requests an addition be made to their website to meet an urgent deadline, whether realistic or not, BGEORGE DESIGNS’s regular price for additional work will double. If Clients requires work to be completed over weekends or holidays, the regular price for additional work will triple. In addition, Clients must pay required estimated cost of the additional work before BGEORGE DESIGNS begins any work. No work will begin until the required payment is made.
8. Website Updates, Security, & Maintenance: You hereby acknowledge that BGEORGE DESIGNS is not responsible for the maintenance of your website(s) nor is BGEORGE DESIGNS responsible for security, software updates, order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your website(s).
9. Hosting: BGEORGE DESIGNS does not warrant a 100% up time when Clients website is hosted on BGEORGE DESIGNS servers. The entire risk as to the quality and performance of Client’s website work is with Client. In no event will BGEORGE DESIGNS be liable to Client or any third-party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or the inability to operate the website specified in the Agreement, even if BGEORGE DESIGNS has been advised of the possibility of such damages.
10. BGEORGE DESIGNS does not guarantee that the functionality of any website components or graphical content will be exactly as Client envisioned them to be. Client understands that there are instances where the design specifications may change either due to Client's request, third party requirements, or because BGEORGE DESIGNS finds a satisfactory alternative and BGEORGE DESIGNS cannot guarantee that the website or software will behave exactly as described in the development phase of the project. BGEORGE DESIGNS does not warrant the functionality of Client’s website will be uninterrupted or free of errors.

6. ACCESS: You are authorized to access BGEORGE DESIGNS-owned, operated or hosted websites that require log in or account information solely to manage your advertising account(s). You agree that you will not use the site or any content therein for any other purpose and that you will not disseminate or distribute any of this information. Your right to access your account with BGEORGE DESIGNS is personal to you and non-assignable and is subject to any limits established by BGEORGE DESIGNS. You agree that you will not use any automated means, including, without limitation, agents, robots, scripts, or spiders, to access your account with BGEORGE DESIGNS or to monitor or copy BGEORGE DESIGNS’s website or the content contained therein, except those automated means expressly made available by BGEORGE DESIGNS.

7. LATENCY: Advertiser understands that, any information or data provided by Advertiser to BGEORGE DESIGNS may not be processed on a real-time basis and may be subject to the latency of the Internet, the BGEORGE DESIGNS systems and network of third-party partners and search engines.

8. OWNERSHIP OF NON-ADVERTISER PROPERTY. Title and full ownership rights in and to the Advertising Services, together with any and all ideas, concepts, computer programs, and other technology supporting or otherwise relating to BGEORGE DESIGNS’s operation of the BGEORGE DESIGNS network and website(s) (collectively, the “BGEORGE DESIGNS Materials”), shall remain at all times solely with BGEORGE DESIGNS and/or with the respective outsourced service provider or author. Advertiser acknowledges that it has not acquired any ownership interest in the BGEORGE DESIGNS Materials and will not acquire any ownership interest in the BGEORGE DESIGNS Materials by reason of this Agreement.

9. YOUR SITE: You hereby acknowledge that BGEORGE DESIGNS is not responsible for the maintenance of your website(s) nor is BGEORGE DESIGNS responsible for security, software updates, order entry, payment processing, shipping, cancellations, returns or customer service concerning orders placed on your website(s). You further acknowledge that your site does not contain any BGEORGE DESIGNS owned or licensed content, including but not limited to, any BGEORGE DESIGNS search listings, except pursuant to a separate signed affiliate agreement with BGEORGE DESIGNS.

10. ADVERTISER REPRESENTATIONS AND WARRANTIES: Advertiser represents and warrants to BGEORGE DESIGNS that for the term of this Agreement:

1. this Agreement constitutes a valid, binding, and enforceable agreement in accordance with its terms;
2. information or data that Advertiser (including its agents or representatives) has provided or will provide for
3. Advertising Services is and will be both accurate and complete to the best of Advertiser’s knowledge;
4. Advertiser is the authorized owner or representative of the website(s) for which Advertising Services will be performed; and,
5. Advertiser’s Web site will not violate any applicable law or regulation; does not infringe in any manner any third party rights, including, without limitation copyright, patent, trademark, trade secret, or other intellectual property right or right of privacy or publicity; is not false or misleading; has not and will not result in any consumer fraud, product liability, breach of contract, injury, damage, or harm of any kind to any person or entity; is not defamatory, libelous, slanderous, or threatening; is free of viruses; does not contain, promote, or offer any form of spyware, adware, or other advertising or information collection software; and/or does not3 contain, link to or promote any of the following: violence, hate crimes (whether racial or otherwise), illegal activities, discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age.

11. ADVERTISER COVENANTS: Advertiser further agrees to perform as follows:

1. Advertiser will not hold BGEORGE DESIGNS or its affiliates liable or responsible for the activities of visitors who come to Advertiser’s website(s) through Advertising Services.
2. Advertiser agrees that it is solely responsible for the development, maintenance, and operation of the Advertiser website(s) and for all content and other materials that appear on, and all visitors to, the Advertiser website(s) from time to time.
3. If Advertiser sells or promotes adult materials, alcohol or tobacco products, or other age restricted products and/or services, Advertiser will: (i) have age verification on its sites’ home page and in the sales process in compliance with all applicable laws and regulations; and (ii) shall not offer such products and/or services in jurisdictions in which they are prohibited or are in any way restricted.

12. ADVERTISER INDEMNIFICATION OBLIGATIONS: Advertiser agrees to indemnify, defend ,and hold harmless BGEORGE DESIGNS, its distribution partners, its licensors and licensees, and affiliated companies, and any of their officers, directors, employees, representatives and agents, from and against all claims, actions, liabilities, losses, expenses, damages, and costs (including without limitation, reasonable attorneys’ fees) that may at any time be incurred by any of them by reason of any claims, suits, or proceedings (collectively being referred to herein as a “Claim”) for, including without limitation, libel, violation of right of privacy or publicity, copyright infringement, trademark infringement, or other infringement of any third party right, fraud, false advertising, misrepresentation, product liability, or violation of any law, statute, ordinance, rule, or regulation throughout the world in connection with Advertising Services performed on behalf of Advertiser, Advertiser’s Clients website(s) or contents therein, Advertiser’s conduct, acts or omissions, or any alleged or proven breach by Advertiser of any term, condition, agreement, representation, or warranty herein, excluding any Claim that arises solely from the acts or omissions of BGEORGE DESIGNS or its agents or employees. BGEORGE DESIGNS will notify Advertiser of any claim, action, or demand for which indemnity is required in the reasonable opinion of BGEORGE DESIGNS and will cooperate reasonably with Advertiser at Advertiser’s expense. At the election of BGEORGE DESIGNS, Advertiser shall advance to BGEORGE DESIGNS amounts in satisfaction of such Claim, which BGEORGE DESIGNS may hold in escrow pending resolution of such Claim. The law firm Advertiser chooses to defend BGEORGE DESIGNS must be experienced in defending similar claims and will be subject to BGEORGE DESIGNS’s approval, which will not be unreasonably withheld. Advertiser may not settle any lawsuit or matter relating to the culpability or liability of BGEORGE DESIGNS without the prior written consent of BGEORGE DESIGNS. BGEORGE DESIGNS will have the right to participate in any defense of a claim and/or to be represented by counsel of its own choosing at its own expense. Without limiting any rights and remedies hereunder or under applicable law, BGEORGE DESIGNS shall have the right to set off any liability of Advertiser to BGEORGE DESIGNS with respect to a Claim against any amounts held on deposit with BGEORGE DESIGNS by Advertiser.

13. LIMITATION OF LIABILITY AND WARRANTY DISCLAIMER: Advertiser acknowledges and agrees that it will not hold BGEORGE DESIGNS liable for any errors in content, omissions, consequences, damages, costs, refunds, or rebates of any kind arising from any interruption of service or other unavailability of the Internet or website(s) in which the advertisements are published for whatever reason. BGEORGE DESIGNS makes no representations or warranties relating to the results of Advertising Services, including without limitation, the number of impressions or click throughs and any promotional effect or return on investment thereof. As BGEORGE DESIGNS relies on third parties for certain data, BGEORGE DESIGNS makes no guarantees regarding the accuracy, reliability, or completeness of any usage statistics.

In no event shall BGEORGE DESIGNS be responsible for any consequential, special, lost profits, or other damages arising under this Agreement. Without limiting the foregoing, neither party shall have any liability for any failure or delay resulting from any condition beyond the reasonable control of such party, including but not limited to governmental action, fire, flood, earthquake, power failure, riot, explosion, labor, or material shortage, carrier interruption of any kind or work slowdown.
BGEORGE DESIGNS represents and warrants that it has the full power and authority to enter into this Agreement.  The goods and services furnished under this Agreement are provided “as is,” without any express or implied warranties including, without limitation, any implied warranties of merchantability or fitness for a particular purpose.  BGEORGE DESIGNS SPECIFICALLY DOES NOT PREDICT NOR GUARANTEE ANY PARTICULAR RANKINGS WITHIN SEARCH ENGINE LISTINGS.

Clients represents and warrants that it has the full power and authority to enter into this Agreement. Clients further represents and warrants that it will only provide to BGEORGE DESIGNS copyrighted or trademarked material including trademarked brand names, trademarked logos and/or trademarked copyrighted phrases it has the legal authority to use. BGEORGE DESIGNS further represents and warrants that Clients services, products, materials, data, and information used by BGEORGE DESIGNS and by its customers and users in connection with this Agreement do not, as of the date of this Agreement, and will not during the term of this Agreement operate in any manner that would violate any applicable law or regulation.

14. ADDITIONAL ASSISTANCE: In the event you request or purchase any additional assistance, which may include, without limitation, adding tracking codes or making other changes to your website(s), in connection with Advertising Service, you agree to provide BGEORGE DESIGNS with access to perform the requested or purchased additional assistance. Advertiser acknowledges that any additional assistance provided by BGEORGE DESIGNS is also subject to the limitations of liability in this Agreement.

15. SUCCESSORS AND ASSIGNS: Subject to the limitations set forth herein on assignment of this Agreement or the rights hereunder by Advertiser, all of the provisions of this Agreement shall be binding upon and inure to the benefit of the parties hereto and their respective heirs, if any, successors, and assigns.

16. CHOICE OF LAW; EXCLUSIVE VENUE: This Agreement shall be construed in accordance with the laws of the state of Utah, and the parties agree that should any dispute arise concerning this Agreement, venue shall be laid exclusively in a court of competent jurisdiction in Larimer County, State of Colorado.

17. HEADINGS: Section headings are not to be considered a part of this Agreement and are not intended to be a full and accurate description of the contents hereof.

18. WAIVER: Waiver by one party hereto of breach of any provision of this Agreement by the other shall not operate or be construed as a continuing waiver. No waiver of any breach or default of this Agreement by either party hereto shall be considered to be a waiver of any other breach of default of this Agreement.

19. ENTIRE UNDERSTANDING: This document and any exhibit, schedule, or other supplementary document attached constitute the entire understanding and agreement of the parties, and any and all prior agreements, understandings, and representations are hereby terminated and canceled in their entirety and are of no further force and effect.

20. ATTORNEYS’ FEES: In the event a dispute arises between the parties hereto, then the prevailing party in such dispute, whether or not a final decision is ultimately rendered by the court, shall be entitled to receive its attorneys’ fees reimbursed from the non-prevailing party.

21. NO THIRD PARTY BENEFICIARIES: The covenants, undertakings, and agreements set forth in this Agreement are solely for the benefit of and enforceable by the Parties or their respective successors or permitted assigns.

22. SURVIVAL: The sections of this Agreement that address or govern matters or circumstances that could occur after termination of this Agreement shall be interpreted to survive any such termination.

23. CONFIDENTIALITY:

1. Confidential Information Defined: Each Party acknowledges that it will have access to certain confidential information of the other Party concerning the other Party’s business, proprietary reporting formats, sales material (including proposals), plans, customers, technology and products, including the terms and conditions of this agreement  (“Confidential Information”).  Confidential Information includes, but is not limited to: descriptions, business plans, software, internet designs, test data, other data, reports, recommendations, marketing plans, advertising and sales material, seo reports, customer lists, business records, projections, products, product information, financial information, other plans or proposals, proprietary information and any other information disseminated by one Party to the other to further the purpose of this Agreement and the performance thereof.
2. Non-confidential Information. Information is not confidential if it is generally known or available to the public, it is known to one party before the other party discloses it, it was independently received by a Party from third party or it was developed independently of the other party.
3. Obligation of Nondisclosure.  The Parties promise and hereby agree:   

1. To hold Confidential Information in strict confidence;
2. To use Confidential Information only for purposes of carrying out this Agreement;
3. To only disclose the Confidential Information to those Party’s officers, employees and agents as are necessary to carry out the purpose of this Agreement; and
4. Not to disclose Confidential Information to third parties without the other party’s prior written approval.
5. BGEORGE DESIGNS acknowledges that it will not attempt to contact End Users outside this agreement without the consent of Client.
6. Clients also acknowledges that any attempt to contact BGEORGE DESIGNS employees directly (to work with Advertiser directly) will be a severe breach of service. Further, Clients or BGEORGE DESIGNS cannot hire any present or past employee of each other for 1 year after termination of this agreement.
7. The Parties hereby agree that these obligations shall remain in full force and effect during the term of the Agreement and for three years following termination of this Agreement.

24. SUBCONTRACTORS: BGEORGE DESIGNS reserves the right to assign subcontractors to the whole project specified on the Agreement, or any portion of the project specified on the Agreement.

25. THIRD-PARTY TERMS: Where BGEORGE DESIGNS is acting as a reseller for third-party products or services, Clients agrees to be bound by their terms and conditions.

26. UPDATES TO BGEORGE DESIGNS ADVERTISING AND/OR WEB DEVELOPMENT TERMS & CONDITIONS: These terms and conditions are subject to change, and may be modified by BGEORGE DESIGNS at any time.