These Terms and Conditions are entered into by and between SoLIFE Media (“Contractor”) and the identified (“Client”) and form an agreement governing the provision of services by the Contractor for the Client according to the attached proposal (the “Proposal”), and together with these Terms and Conditions, the “Agreement”). The Contractor and Client may be referred to herein individually each as a “Party” and collectively as the “Parties”.  Engagement: The Client retains the Contractor to provide priority website maintenance services to the Client's website (the "Website") to keep it up-to-date and functional as described below (the "Services"). The Client shall provide materials deemed necessary to execute the outline services.  Services: The Contractor will provide the Client with the services set forth in the Proposal (the “Services”) according to the project specifications (the "Project") and schedule or time frame specified in the Proposal (the “Schedule”, or if no such Schedule is defined, within a reasonably timely manner). The Client, , will not treat the Contract, SoLIFE Media, as an employee for any purpose. Quotation: The attached Proposal is part of these terms and is valid for thirty (30) days from its issue date. The figures are minimum estimates for the Project - the final amount payable will be indicated on our invoices issued during this Project taking into account different factors including but not limited to rush fees, expenses paid on your behalf, and any changes to the Project scope. If there is no change to the project scope, the final amount payable and the estimate will likely be equal. Fees: As compensation for the Services, Client will pay Contractor the fees as set forth in the Proposal (the “Fees”). The Fees as set forth in the Proposal are exclusive of any taxes, assessments, or other governmental charges.  Payment, Payment Schedule, & Invoices: Compensation - The Client shall pay a flat fee of $720.00 per quarter for the Services ("Maintenance Fee"). The Contractor shall invoice the Client the Maintenance Fee on a quarterly basis for the duration of this Agreement. The Maintenance Fee will not increase for a period of twelve (12) months from the acceptance of this agreement. Payments are not refundable under any circumstance. Additional Fees: Any revisions, additions, graphic design that does not pertain to the Client's Website, or redesigns requested or authorized by the Client that are not specified in this Agreement and fall outside the scope of the Services will be considered "additional" and will require a separate agreement and payment. The Contractor shall notify the Client of any requests that constitute as "additional" services. Schedule - The Fees will be paid by the Client to the Contractor according to the Payment Schedule outlined in the Proposal or Invoice (if the Payment Schedule in the Proposal differs from the Schedule in the Invoice, the Invoice will be the defaulting Payment Schedule), or if no such Schedule, within 15 days following Contractor’s submission of an invoice to Client. If the Client fails to pay the Fees within 15 days of being due, the Contractor reserves the right to assess a service charge of $50 per month until the outstanding balance is paid in full. Deposits are not refundable under any circumstance. Expenses - The Client will reimburse the Contractor for all reasonable expenses, without markup, for the purchase of equipment, products, or third-party services required to maintain, update, and upgrade the Website as set forth in the Contractor’s invoice or as otherwise pre-approved by the Client in writing. The Contractor will obtain prior consent from the Client for any such purchase to be made by the Contractor before proceeding with the proposed expense. The Client will own any equipment or products for which the Client reimburses the Contractor. Rush Fees - The attached Proposal does not cover any Services that must be rushed ahead of the Project Schedule nor does it cover work outside of the specified Project scope that must be rushed. Rush work is defined as work the Client requests the Contractor to complete within one (1) day of your request. Rush work service fees are charged at a premium basis of 125% (one hundred and twenty-five percent) of the agreed-upon Project cost. For work that has not been previously quoted, the Contractor will prepare a new quote for the Client and the standard charge will be applied. Hour Overages - For Services that are included in the attached Proposal and do fall in the specified Work scope but whose completion will exceed the allotted three (3) per month [up to four (4) allotted hours per month, if the Client chooses to transfer unused hours based on the above terms for Transferable Hours], the Contractor will assess a discounted overage rate of $80/hour for quarterly web support retainers. For work that has not been previously quoted, the Contractor will prepare a new quote for the Client and the standard charge will be applied. Project Schedule: Work Hours/Days - This Agreement assumes work will be completed within the standard work week (Monday through Friday, 9 a.m. to 5:00 p.m. CST). SoLIFE Media is closed on all major holidays, the entire week of Christmas and New Year's.  Schedule - The work outlined in this Agreement will be completed and delivered within a reasonable, non-rushed schedule to be determined and mutually agreed upon by the Contractor and the Client before the start of each project. Late or weekend hours incurred outside the agreed-upon Schedule to accommodate additional or compressed deadlines will be negotiated separately if necessary. The Schedule assumes the timely review, response, and submission of necessary materials by the Client of all deliverables. Contactor Responsibilities: Per the Work agreed upon, the Contractor shall: (i) monitor the overall performance of the Website for functionality, including technical support, and maintain the Website, including layout and responsiveness, on a monthly basis if this obligation does not exceed more than four (4) hours total per month; (ii) maintain compatibility with search engines, like Google; (iii) procure any equipment, product, or third-party services required to maintain, update, and upgrade the Website. The Client shall reimburse the Contractor for any out-of-pocket cost, without any markup, for the purchase of such equipment, products, or third-party services; (iv) perform any corrective maintenance services reasonably necessary to maintain the operation of the Website; (v) at the request of the Client, make available at cost any tools and accounts necessary for the Client to update the Website directly, provided that the Client will be responsible for all third-party license and storage fees; (vi) provide minor updates to the Website and provide mediation and dispute resolution between the Client and host; (vii) devote as much productive time, energy, and ability to the performance of its duties hereunder as may be necessary to provide the required Services in a timely and productive manner; (viii) perform the Services in a workmanlike manner and with professional diligence and skill; (ix) provide Services that are satisfactory and acceptable to the Client and take every step to ensure the Website remains functional and operating; (x) maintain password secrecy and notify the Client if any password or credentials have been compromised; (xi) take commercially reasonable steps to prevent unauthorized access to the Website and any of the Client's Confidential Information, including any data collected on the Website. Website Testing - The Contractor will verify the design and functionality of any websites produced for the Client on the following internet browser: current versions of Google Chrome and the latest version of Microsoft Edge. If any features are incompatible with a specific browser, the Contractor reserves the right to remove that feature entirely. Confidentiality - The Contractor may require access to the Client's domain registrars, hosting accounts, payment processors, and affiliated 3rd-party service providers. The Contractor agrees to keep all usernames and passwords private and confidential. Furthermore, the Contractor agrees to use the aforementioned accounts solely for the purpose of completing your project. If troubleshooting requests are made, the Client agrees to give the Contractor permission to access the applicable accounts. Intellectual Property - The Contractor represents that the use and proposed use of any software, program, or applications to build the Client's website does not and shall not infringe, and the Contractor has not received any notice, complaint, threat, or claim alleging infringement of any trademark, copyright, patent, trade secrets, industrial design, or other rights of any third party. To the extent the software, program, or application used to build the Client's website infringes on the rights of the third party, the Contractor shall obtain a license or consent from that party permitting the use of those items. Client Responsibilities: Per the Work agreed upon, the Client shall: (i) cooperate with the Contractor to enable the Contractor to ensure the Website remains functional and up to date; (ii) provide initial information and supply all materials comprising the then-current Website within five (5) days of the Effective Date; (iii) monitor the content of the Website for items that need to be corrected or updated and provide those updates or corrections to the Contractor as detailed in "Client Materials" and "Maintenance Requests," (iv) maintain password secrecy and notify the Contractor immediately of any loss or theft of passwords or credentials or if passwords have been compromised. Changes to Project Scope - If the Client makes any requests for work beyond the scope of the Services set forth by the Proposal, the Contractor may amend the Fees or otherwise provide the Client with a separate proposal for such additional work which will be mutually executed by the Parties. The Contractor understands that there may be urgent changes to the project scope that need to be carried out right away. For such changes, see the above section, "Rush Fees." Client Cooperation - The Client acknowledges and agrees that the Contractor’s timely and professional provision of the Services is dependent and subject at all times to the Client’s cooperation and timely provision of any and all content and materials necessary for the completion of the Services (the “Client Materials”). The Client agrees to supply the Contractor with any and all content required for the Project by the agreed-upon deadline, or if no deadline is set, within five (5) business days of the request. Requested content may include but is not limited to website copy, photos, badges and certifications, and all applicable assets. The Client will provide all website text in written form unless otherwise noted. Client Materials - The Client grants the Contractor the right to use the Client Materials for the purpose of providing the Services pursuant to this Agreement. The Client understands and acknowledges that the Client is solely responsible for the content, completeness, and accuracy of all materials provided by the Client to the Contractor for the completion of the Services. In no event will the Contractor be liable for any inaccuracy, error, mistake, or insufficiency resulting from the Contractor’s use of the Client Materials.  Permissions - The Client agrees to give the Contractor access to usernames, passwords, and other required and necessary permissions. Required permissions may include the Client's existing or future domain registrar accounts, hosting accounts, payment processors, and affiliated service providers deemed necessary to accomplish the goals set forth in the Project Proposal, scope, and questionnaire. The Client authorizes the Contractor to index and publicize the Client's completed website to web search engines and directories if this is included in the scope of the Project. Intellectual Property - The Client represents to the Contractor and unconditionally guarantees that all text, graphics, photos, designs, trademarks, hyperlinks, or other content on the Website are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will indemnify the Contractor and its subcontractors against any liability, including any claim or suit, threatened or actual, arising from the use of those elements furnished by the Client. The Client further represents to the Contractor that its domain names and URL listing do not infringe, dilute, or otherwise violate third-party rights or trademarks. Confidentiality: “Confidential Information” means any information that either Party discloses or provides access (directly or indirectly) (the "Disclosing Party”) to the other Party (the “Receiving Party”) in any and all mediums (whether oral, written, graphic or in any other form). The Receiving Party agrees that it will take all reasonable precautions to protect and safeguard the Confidential Information and will not disclose any Confidential Information except (1) to those of its employees, officers, consultants, attorneys or accountants who have a need to know the Confidential Information and are bound to confidentiality obligations similar to those set forth in this Agreement; or (2) if the Receiving Party is required to disclose the Confidential Information in connection with any judicial, governmental, or administrative proceedings or pursuant to applicable law. This section will survive the termination of this Agreement. Electronic Files: Ownership and Copyright Assignment - The Client acknowledges that the Contractor retains the right to use the Website within printed and online portfolios, including promotional materials such as newsletters and advertisements. The Client also gives the Contractor permission to use the Client's full name, likeness, business address, and/or web address for testimonial purposes on the Contractor's website and for other business-related media.  Client Property Rights - All text, graphics, photos, designs, trademarks, hyperlinks, or other content on the website are the property of the Owner. Maintenance Requests: All materials transferred to the Contractor in connection with a Client Maintenance Request must be in an acceptable format, which shall be limited to the following: by email. A Client Maintenance Request shall (i) provide the Contractor with clear and specific instructions; (ii) be reasonable in nature; and (iii) be within the scope of the Services. The Contractor shall promptly notify the Client when the work required under a Client Maintenance Request is complete so that the Client can review that work to ensure its accuracy. All routine corrective maintenance shall be scheduled between the hours of 11:00 a.m. to 12:00 p.m. and 3:00 p.m. to 4:00 p.m. on Tuesday, 3:00 p.m. to 4:00 p.m. on Wednesday, and 3:00 p.m. to 4:00 p.m. on Thursday to minimize disruption of the Website during peak times (the "Maintenance Time"). The Contractor is considered closed on all major holidays.  The Contractor shall make all updates to the Website within three (3) business days from the time that the Client Maintenance Request is received. Any Client Maintenance Request submitted by the Client after 5:00 p.m. Central time or on Saturday, Sunday, or federal holidays will be deemed received on the next business day. If the work to be performed under any Client Maintenance Request cannot be performed within the Maintenance Time, the Contractor shall notify the Client immediately. Website Problems: The Contractor shall use commercially reasonable efforts to minimize disruption of the Website and to schedule Website maintenance in accordance with this Agreement. If there is a problem with the Website, the Contractor shall provide the following levels of support: Urgent Problem. If the Website suffered from an urgent problem, including the website becoming unusable, the Contractor understands that time is of the essence and will use their best efforts to correct the problem as soon as possible. The Contractor shall continue to update the Client on the status of the problem until the problem is resolved, at which time, the Contractor will immediately notify the Client that the problem has been corrected. Nonurgent Problem. If the Website suffers from a nonurgent problem, the Contractor will use their best efforts to correct the problem as soon as possible. The Contractor will continue to update the Client on the status of the problem until the problem is resolved, at which time, the Contractor will promptly notify the Client during normal business hours that the problem has been corrected. If the Contractor becomes aware of a nonurgent problem before the Client becomes aware of it, the Contractor shall notify the Client during normal business hours of such problem. Security. The Contractor must take commercially reasonable steps to prevent unauthorized access to the Website and any of the Client's Confidential Information, including any data collected on the Website. Relationship of the Parties: The relationship of the Parties is that of independent contractors. The Parties agree that this Agreement does not create an employment, agency, partnership, or similar relationship between the Parties. Term: This Agreement will become effective on the Effective Date and continue for a term of twelve (12) months (the "Term"). Unless either Party gives written notice to the other at least ten (10) days before the end of the Term, this Agreement will renew automatically for an additional (one) 1-year term. This automatic extension will continue to apply at the end of each extended period until the Agreement is terminated. Termination for Cause: Either Party may terminate this Agreement in the event the other Party is in material default of this Agreement and fails to cure such default within ten (10) business days following written notice of the default by the non-defaulting Party.  Termination without Cause: Either Party may terminate this Agreement upon ten (10) business days following written notice to the other Party. Upon termination by the Client, as set forth in this section, the Client will pay to the Contractor all Fees and expenses incurred for Services performed by the Contractor prior to the effective termination of this Agreement.  Effects of Termination: After the termination of this Agreement, all licenses granted under this Agreement will terminate unless they are expressly stated as surviving. The Client shall promptly pay the Contractor any outstanding amounts owed to the Contractor for services rendered before the effective date of termination. The Contractor shall return to the Client, at no cost, all materials and information the Client has provided to the Contractor in connection with this Agreement, including a complete electronic copy of the then-current Website, no later than five (5) business days after the Termination Date. The Contractor shall maintain one electronic copy of the Website until the Client informs the Contractor in writing that all returned files are complete then, the Contractor shall destroy this copy of the Website. DISCLAIMER: TO THE FULLEST EXTENT PERMITTED BY LAW, THE CONTRACTOR WILL NOT BE LIABLE TO THE CLIENT FOR ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL, OR PUNITIVE DAMAGES WHATSOEVER, INCLUDING ANY DAMAGES ARISING FROM ERRORS, MISTAKES, OR INACCURACIES IN CLIENT CONTENT; LOSS OF USE OR PROFITS RESULTING FROM THE USE OF ANY DELIVERABLES PROVIDED BY CONTRACTOR; OR ANY EVENTS BEYOND THE REASONABLE CONTROL OF CONTRACTOR, INCLUDING INTERNET FAILURES, ACTS OF GOD, WAR, TERRORISM, FIRES, FLOODS, OR NON-PERFORMANCE BY ANY THIRD PARTIES. THE CONTRACTOR DISCLAIMS ALL WARRANTIES, TO THE FULLEST EXTENT PERMITTED BY LAW, WHETHER EXPRESS OR IMPLIED, IN CONNECTION TO THE RESULTS THAT MAY BE OBTAINED FROM THE CLIENT’S USE OF THE SERVICES OR THE DELIVERABLES PROVIDED IN CONNECTION WITH THE SERVICES. Limitation of Liability: To the fullest extent permitted by law, in no event, whether the claim is based in contract, tort, strict liability, or otherwise, will the Contractor’s aggregate liability to the Client arising out of or in connection to this Agreement exceed the Fees actually paid by the Client to the Contractor under this Agreement during a period of twelve (12) months preceding the event giving rise to such liability. This section will survive the termination of this Agreement. Indemnification: The Client agrees to defend and hold the Contractor harmless against all actual or alleged claims, damages, costs, liability, and expenses (including, but not limited to, reasonable attorney fees) arising out of or related to the Client’s breach of this Agreement and Contractor’s use of any Client Content pursuant to this Agreement. This section will survive the termination of this Agreement. Conflict: In the event of any conflict between the terms of these Terms and Conditions and the terms of the Proposal, the terms set forth in these Terms and Conditions will control with respect to such conflict, unless stated otherwise in the applicable Proposal. Notices: Any notice given by one Party to the other Party in connection with this Agreement will be given in writing and will be sent by email, first-class mail, or certified or registered mail with return receipt requested, and will be deemed to have been given five (5) business days after mailing, two (2) hours after transmission of email, or immediately upon explicit acknowledgment of receipt. Notice may be provided to the addresses for the Parties as set forth on the Proposal, or to such other addresses as the Parties may from time to time notify each other in writing. Addresses. A party shall address notices under this section to a party at their respective business addresses. Governing Law: This Agreement will be governed by, construed, and enforced in accordance with the laws of the State of Texas, without regard to any conflict of law principles.  Venue: Any legal action or proceeding relating to this Agreement will be instituted in the courts of the State of Texas. The Parties agree to submit to the exclusive jurisdiction of such courts in any such legal action or proceeding. Severability: If any provision of this Agreement is held invalid or unenforceable, whether in whole or in part, for any reason, such holding will not affect the validity or enforceability of any other provision of this Agreement, which shall remain in full force and effect.  Entire Agreement: This Agreement constitutes the entire agreement between the Parties, and supersedes any and all other agreements between the Parties, whether written or oral, with respect to the subject matter hereof. Electronic Signatures: This Agreement, agreement ancillary to this agreement, and related documents entered into in connection with this Agreement are signed when a Party's signature is delivered by facsimile, email, or other electronic medium. These signatures must be treated in all respects as having the same force and effect as original signatures. Acceptance of Terms: The Client will make sure they understand the above agreement before confirming agreement to these terms. Should the Client have any questions or concerns regarding these terms, the Client will contact the Contractor before accepting these terms. By signing this agreement and submitting a deposit payment, the Client consents to the terms of this contract on behalf of yourself and your business.