Last Revised: March 28, 2007 at 11:59 a.m. CJS Consulting Group PROFESSIONAL SERVICES AGREEMENT TERMS AND CONDITIONS CJS Consulting Group, Inc. agrees, under the following terms and conditions, to provide professional services to Customer, and Customer agrees to accept such services under said Terms and Conditions. Professional Services includes Website Design and Development; Graphic Design; Full Color Printing; Technical Services including but not limited to Computer and Network Sales, Service and Repair; Business Consultation and Marketing Services including but not limited to Advertising Plans and Media Purchasing; Communication Services, including but not limited to Telephone Lines and Internet Service. 1. Scope of Work: Per Customer’s request, CJS Consulting Group, Inc. shall perform the mutually agreed upon scope of work that is outlined in the Sales Order at the time of purchase. Once the order has been placed and deposit has been received, no additional work will be done outside the intended scope of work without prior written request and promise for payment by way of a signed Sales Order and either a credit card on file, on the sales order or a check for the deposit. Separate Sales Orders will be treated as separate projects and will require the same payment policy of 50% deposit before work begins and 50% balance when work is complete prior to launch unless project is a website and is hosted on server other than one of CJS Servers then it is policy that 100% of the payment is collected before work begins. Verbal requests will not be honored under ANY circumstance. To submit work order please go to http://www.cjsconsulting.net/support or visit our client care center. In the event that an installation of a PHP Program (i.e. Gallery, Cart, Blog, etc.) has been purchased there can be no modifications to the application other than changing the color of the background and inserting the customer’s logo. For additional personalization of the program, customization of the program’s appearance is available at an additional cost. Only custom applications built by CJS can be modified. 2. Customer Obligations: Customer shall deliver to CJS Consulting all necessary information to allow CJS Consulting to perform the Services, and to respond to any communications from CJS Consulting regarding the Services. CUSTOMER SHALL BE SOLELY RESPONSIBLE FOR THE INTEGRITY, ACCURACY, COMPLETENESS, AND RETENTION OF ANY INFORMATION PROVIDED BY CUSTOMER TO CJS CONSULTING. WITHOUT LIMITATION OF THE FOREGOING, CUSTOMER ACKNOWLEDGES THAT IT HAS CREATED BACK UP COPIES OF DATA AND INFORMATION PROVIDED BY CUSTOMER TO CJS CONSULTING. 3. Time Frame & Deadline: CJS will complete project as closely to timeline (given to customer at the time of order) as possible, however cannot be held accountable for delays caused by customer. Delays include failure to submit content in a timely and reasonable manner; failure to make a decision on the layout in a timely and reasonable manner; and or continued requests for changes by customer. Further, we are not responsible for providing website to customer in manner suggested in original timeline should customer purchase additional products or services prior to completion of initial order. 4. Term & Termination: This Agreement shall be effective when signed by both Customer and CJS Consulting. By signing this Agreement, Customer authorizes CJS Consulting to begin performance of the Services or to continue performing the Services, if the performance of the services began prior to signature of this Agreement. The term of the Agreement shall continue until CJS Consulting completes the Services to be performed by CJS Consulting hereunder or until either party terminates the Agreement. Either party may terminate this Agreement at any time, without cause, by giving five (5) business days advance written notice to the other party of its intent to terminate this Agreement. Upon termination of the Agreement through CJS’s completion of the Services or by either party, Customer shall pay to CJS Consulting, via credit card or company check the prorated balance of the given month of termination. All unpaid fees ad expenses that have accrued through the date of the termination are subject to additional late fee’s and penalties. Any monies paid on customer account will be forfeited by customer at time of termination and in the instance of a production deposit the money is non-refundable. 5. Pricing and Payment Terms: 5.1 Fees and Expenses: In consideration for the performance of the Services by CJS Consulting, Customer shall pay CJS Consulting for time spent by CJS Consulting and its employees, agents, or contractors in performing the Services at the rates established by CJS and agreed to upon by customer at time of order. In the following events additional charges will be incurred: 1) customer requests additional layout 2) customer requests excessive changes 3) more than 3 working drafts are requested 4) customer requests content collection by CJS 5) customer requests photos to be scanned. 5.2 Payment Terms: CJS Consulting requires 50% deposit for every order unless there is third-party hosting involved in which case, 100% of payment is required before work will begin. In the event of a monthly hosting, promotion or maintenance account, then payment in full is required each month on 15th of each month. CJS Consulting accepts credit cards and company checks. 5.3 Taxes: Customer shall pay all applicable taxes and duties that are levied or imposed by reason of CJS Consulting Group, Inc.’s purchases of hardware, software, or printed materials on behalf of the customer. Customer shall reimburse CJS Consulting for the amount of any such taxes or duties paid or incurred directly by CJS Consulting as a result of this Agreement. 6. Indemnification of CJS Consulting: Customer agrees to indemnify, defend and hold CJS Consulting and its subsidiaries and affiliates, and all officers, directors, and employees thereof, harmless from and against any action brought against CJS Consulting with respect to any claim, demand, cause of action, debt or liability, including reasonable attorney’s fees, to the extent that (i) such action is based upon or arises out of a claim that any data or information provided by Customer to CJS Consulting to enable CJS Consulting to perform the Services hereunder violates or infringes upon the rights of any party, including any intellectual property rights of any third party or (ii) such action is based upon or arises out of a claim that is related to use by CJS Consulting of data or information provided by Customer to CJS Consulting to enable CJS Consulting to perform the Services hereunder. 7. Warranty and Limitation of Liability: 7.1 Warranty by CJS Consulting: Under this Agreement, CJS Consulting provides services to Customer, and does not sell or license goods, except as expressly provided herein. CJS Consulting warrants that it will perform the Services in a workmanlike manner. THE WARRANTY EXPRESSED IN THIS SECTION IS A LIMITED WARRANTY AND IT IS THE ONLY WARRANTY MADE BY CJS CONSULTING. EXCEPT FOR THIS LIMITED WARRANTY, CJS CONSULTING MAKES NO OTHER WARANTY OR GUARANTEE, EXPRESS OR IMPLIED, RELATING TO THE SERVICES TO BE RENDERED BY CJS CONSULTING UNDER THIS AGREEMENT, AND CJS CONSULTING EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE THAT MAY ARISE IN CONNECTION WITH SUCH SERVICES. 7.2 Warranty by Customer: Customer warrants that the rendering of the Services by CJS Consulting will not violate the rights of any third party, including, without limitation, intellectual property right. 7.3 Limitation of Liability: For the purposes of this Section, “CJS Consulting” includes any and all subsidiaries and affiliates of CJS Consulting, and the officers, directors, employees, and agents thereof. TO THE EXTENT PERMITTED BY LAW CJSCONSULTING’S CUMULATIVE LIABILITY TO CUSTOMER OR ANY PARTY RELATED TO CUSTOMER FOR ANY LOSS OR DAMAGES RESULTING FROM ANY CLAIMS, DEMANDS, OR ACTIONS ARISING OUT OF OR RELATING TO THIS AGREEMENT SHALL BE LIMITED TO THE AMOUNT OF FEES PAID TO CJS CONSULTING BY CUSTOMER FOR THE SERVICES RENDERED BY CJS CONSULTING HEREUNDER. IN NO EVENT SHALL CJS CONSULTING BE LIABLE TO CUSTOMER FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, EXEMPLARY, OR PUNITIVE DAMAGES, INCLUDING, WITHOUT LIMITATION DAMAGES FROM HARM TO BUSINESS, LOST PROFITS, LOST SAVINGS, LOST REVENUES, WHETHER OR NOT CJS CONSULTING HAS BEEN ADVISED OF THE POSSIBLITY OF SUCH DAMAGES. THESE LIMITATIONS OF LIABILITY SHALL APPLY TO ALL CAUSES OF ACTION OR CLAIMS IN THE AGGREGATE, INCLUDING, WITHOUT LIMIATION, B REACH OF CONTRACT, BREACH OF WARRANTY, INDENITY, NEGLIGENCE, STRICT LIABILITY, MISREPRESENTATION, AND OTHER TORTS. WITHOUT LIMITATION OF THE FOREGOING, CJS CONSULTING SPECIFICALLY SHALL NOT BE LIABLE FOR (i) DAMAGES CAUSED BY ACTS OR OMISSIONS OF CUSTOMER OR CUSTOMER’S EMPLOYEES OR AGENTS, INCLUDING, WITHOUT LIMITATION, ANY FAILURE BY CUSTOMER TO BACK UP DATA OR INFORMATION BEFORE CJS CONSULTING BEGINS RENDERING THE SERVICES OR ANY PORTION OF THE SERVICES OR (ii) THE LACK OF INTEROPERABILITY OR SOFTWARE OR HARDWARE USED BY CUSTOMER. 7.4 Hosting and Up-time of Website: It is not the responsibility of CJS to back up any data at any time for any customer unless otherwise entered into a contractual agreement for said service. If at any time hosting service does fail and data is lost, CJS will do its best to restore everything to original condition, however CJS can not be held liable for restoration and does not guarantee up-time or security of data. At the time website project is completed, CJS provides website on disk to customer and customer is responsible for said disk. If changes are ever made to the website once the site has been launch to the internet it is a good idea for customer to back up files through customer control panel (plesk login) or request an updated CD from CJS for an additional cost of $20.00. In the case of databases (data contained within the PHP programs; i.e. photos, postings, listings, products, etc.), it is customer’s sole responsibility for backing up database through customer control panel (plesk login) or request this database backup service from CJS for an additional cost. CJS is not responsible for data loss at any time. CJS does not guarantee a specific amount of up-time, however our servers are hosted through Rackspace, one of the country’s most reliable web service providers. 8. General Terms: 8.1 Governing Law and Choice of Forum: This Agreement shall be governed by and interpreted in accordance with the laws of the Commonwealth of Arizona, without regard to the conflicts of law rules thereof. Any claim or dispute arising in connection with this Agreement shall be resolved in the federal or state courts situated within the Western District of Arizona. Each party, to the maximum extent permitted by law, hereby consents to the jurisdiction and venue of such courts and waives any objection that such party may now have or hereafter have to the jurisdiction or venue of such courts, on the basis of inconvenient forum or otherwise. 8.2 Independent Contractor: CJS Consulting is an independent contractor for all purposes. Neither CJS Consulting nor its subcontractors, nor the employees or agents thereof, shall be deemed to be employees or agents of Customer. CJS Consulting may use contractors or other third parties of CJS Consulting’s choice to assist CJS Consulting in rendering of the Services hereunder. Nothing herein or in the performance hereof shall imply either a joint venture or principal and agent relationship between the parties, nor shall such a relationship be deemed to have arisen under this Agreement. 8.3 Survival: Articles 6, 7, and 8 of this Agreement, and all Sections thereof, shall survive termination of this Agreement, regardless of the cause for termination, and shall remain valid and binding in perpetuity. 8.4 Force Majeure: Neither party shall have liability for damages or delays in performance due to natural disasters, power surges or failures, strikes or labor disputes, acts of God, war, civil disturbances, acts of civil or military authorities or the public enemy, or other causes beyond either party’s control. 8.5 Notices: All notices, requests, demands, and other communications required or permitted under this Agreement shall be in writing and may be sent by: (i) personal delivery; (ii) registered mail; (iii) expedited delivery service; (iv) facsimile; or (v) electronic mail. Notices to either party shall be addressed to its address indicated on Sales Order of this Agreement, or such other address as the party may designated through notice hereunder. Notices will be deemed communicated upon receipt, provided that receipt of any such notice is verified through commercially reasonable means. 8.6 Entire Agreement: This Agreement is the entire agreement between the parties and supersedes all prior agreements, proposals, representations, statements, or understandings, whether written or oral, concerning CJS Consulting’s rendering of the Services to Customer. No change, modification or waiver of any of the terms of this Agreement shall be binding unless set forth in writing and signed by both parties.