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For purposes of the Agreement, the following terms have the meanings specified below:

Client – Means and includes an individual, sole proprietor, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated association or organization, and a government or any agency or political subdivision thereof.

RBR Associates – Means and includes an individual or individuals employed by RBR, Inc., (an Ohio corporation) an individual, sole proprietor, a partnership, a joint venture, a corporation, a limited liability company, a trust, an unincorporated association or organization, and a government or any agency or political subdivision thereof, operating either with or without contract or license, who are not otherwise specifically identified in attachments to the Agreement, conducting business under the duly registered State of Ohio trade name: "RBR Associates."

Notice to Client

If the scope of the Agreement includes products or services that utilize; programs, subroutines, scripts, clipart and photo images, not provided by you, your purchase entitles you to their use. They cannot be licensed, re-sold or exchanged for value. Client understands and agrees that the nature of the product(s) or service(s) the Client purchases is such that when the scope of the agreement is complete, client may have an ownership interest in the results, but not in the means used to either produce or operate said results.

Other Terms

Any additional or different terms, whether (or not) materially different, set forth in any communication from the Client are objected to and hereby rejected.

Renewals and New Work

RBR Associates may, from time to time, change or modify any of the Terms and Conditions contained herein. As a result, any Agreement renewal and any new work requested by the Client not specifically covered by a written Agreement shall be subject to the then prevailing Terms and Conditions which Terms and Conditions shall be posted and maintained by RBR Associates at its Website, the address of which is now: http://www.rbrassociates.com/other/terms.of.sale.html. If the client does not agree to the then prevailing Terms and Conditions the Client must notify RBR Associates of same within 24 hours of their order, between the period of 8 a.m. Monday and 3 p.m. Friday, Eastern time. Failure to do so shall be considered an irrevocable acceptance by the Client of the then prevailing Terms and Conditions.

Estimate

An estimate not accepted within 5 days is subject to review. Estimates include only that which is described within the original document. All additional work, including: changes, revisions or modifications, of any kind whatsoever, either to the estimate, or the project itself, will be additionally charged for at prevailing rates. Costs for items listed under "Billed Net Direct" (if any) are provided as a convenience to the Client. Final costs for these items may vary. The client is encouraged to contact these suppliers directly, if they have any questions.

Accepted Estimates - The Client must sign and date the estimate and provide a valid Purchase Order number, if required by the Client's organization. The complete, accepted estimate must be sent to RBR Associates, via U.S. Mail, or other electronic means agreed to by both parties. Estimates containing alterations or deletions of any kind are subject to review by RBR Associates and may be considered void.

Orders

Orders entered into cannot be canceled except upon terms that will compensate RBR Associates against loss.

Speculative Work

RBR Associates, at their sole discretion, may produce speculative work as part of a proposal and assumes the development cost for said work. This speculative work, including but not limited to: HTML documents; graphic images scripts and algorithms, are the property of RBR Associates. Excluding materials provided by the Client, RBR Associates claims copyright to the selection, coordination, arrangement and enhancement of such content, as well as in the content original to it.

If the proposal is not accepted, the client owes RBR Associates nothing for said work, with the understanding that what was presented, including the prototype, remains the sole, exclusive property of RBR Associates.

Except as otherwise expressly permitted under copyright laws of the United States, the Client, its agents, or its assigns, may not copy, re-distribute, publish, display or commercially exploit any of the speculative work without the express written consent of RBR Associates. The Client acknowledges they do not acquire any ownership rights by the downloading or duplication of the speculative work or parts thereof.

In all other cases, speculative work performed on orders such as concepts, sketches, layouts, drawings, photographs, copywriting, accrued materials and expenses will be charged for at current rates, unless otherwise agreed in writing.

Proofs

Proofs shall be provided to Client for review and approval as specified in the signed Estimate. Corrections and changes are to be clearly indicated on the proof and submitted or returned to RBR Associates with the Client’s approval. RBR Associates regrets any errors that may occur through production undetected but cannot be held responsible for errors if the work is produced per the Client’s approval, or if changes are communicated verbally. RBR Associates shall not be responsible for errors if the Client has not ordered or has refused to accept proofs or has failed to submit or return proofs with indication of changes or has instructed RBR Associates to proceed without providing proofs.

Revisions

The scope of the Agreement includes products or services according to the original specifications as detailed in the signed Estimate. If through the Client’s error or change of mind, work must be performed a second or more times, such extra work will carry an additional charge, at current rates for work performed.

Third Party Copyrights and Terms of Use

The scope of the Agreement and the results produced by RBR Associates may include, be based upon or make significant use of components, products or services, which are either owned by or licensed from a third party and may have been added by others. Furthermore, RBR Associates may have modified them from their original form.

These components, products or services may include, but are not limited to: programs, subroutines, algorithms, scripts, plug-ins, typefaces, type fonts, clipart and photo images. If the existing copyrights or terms of use require disclosure of same to the Client, copies will be found at the end of the Agreement following a title page labeled: "THIRD PARTY COPYRIGHTS AND TERMS OF USE." To the extent permitted by law, Client understands and agrees they may be bound by the limitations contained therein. Client may also be bound by other limitations not described herein with regard to such third parties, plus such other limitations, restrictions, Term and Conditions all of which are too numerous to identify herein and which the Client nevertheless agrees to be bound by at the Client’s own risk.

Material(s) Provided by Client

Client warrants and represents that all materials, including but not limited to copy, graphic art work and photography made part of or utilized by the products or services covered under the scope of the Agreement, or otherwise provided by the Client to RBR Associates, are either owned by or licensed to Client in a manner provided for by law and their use is permitted to Client as a licensee.

Client agrees to indemnify and hold harmless RBR Associates from any and all losses arising from RBR Associates’ breaches and/or violations any and all material(s) provided by them that are protected by a pre-existing copyright or terms of use. Client understands that RBR Associates use of same does not, in any way, include the transfer or modification of any pre-existing trademark(s), ownership right(s) or copyright(s), which remain the property of the registered or otherwise owner(s). Nor does it include the granting of any permission to further use or modify, or additionally copy, or transfer or convey by any means, to any parties, any or all of the materials or parts thereof the Client may provide.

All Client materials stored with RBR Associates is at the Client’s risk, and RBR Associates is not liable for any loss or damage thereto caused by fire, water leakage, theft, negligence, insects, rodents, computer viruses, worms, Trojan horses and other malicious code, loss of power, spikes or fluctuations or other cause beyond RBR Associates’ control. It is understood that storage of Client’s property is solely for the benefit of the Client.

Ownership Rights

RBR Associates is not in the business of producing application files for sale. If during the course of a project, the creation of one, or more, application file becomes necessary, regardless of their purpose, said file(s), do not become part of the project. Application files shall remain the property of RBR Associates, without exception. The decision to make and/or provide a duplicate copy of an application file, for any reason whatsoever, and the fee to be charged for said file(s) shall remain at the sole discretion of RBR Associates.

RBR Associates shall retain all title and ownership rights to the subject matter of the signed Estimate until such time as it receives full payment therefore. Until such time as RBR Associates has received full payment, Client agrees that it shall not reproduce, license, re-sell or exchange for value, to the extent permitted by these Terms and Conditions, any work in any fashion whatsoever without the express written consent of RBR Associates.

Unless specifically agreed to by all parties, in a separate writing and in advance, the copyright for any and all creative works produced by RBR associates remains the sole and exclusive property of RBR Associates. Upon receipt of full payment for the subject matter of the signed estimate, RBR Associates grants the client a license, in perpetuity, for the limited, non-exclusive use of the creative works only for the expressed purpose(s) as defined in the signed estimate. The Client understands and agrees that any other use of the creative works may be subject to additional fees, payable to RBR Associates upon demand, at the then prevailing rates.

Tax Liability

Client warrants and represents that all tax information provided to RBR Associates shall be a true and honest statement of Client’s potential tax liability and further agrees to indemnify and hold harmless RBR Associates from any and all losses arising from any breach thereof. If at any time during the term of the Agreement the Client’s tax liability changes, the Client agrees to notify RBR Associates immediately of said changes. Client understands that changes in tax liability may impact products or services, which are part of the Agreement, but further understand that any additional labor or fees to bring these products or services into compliance with the new tax liability will be additionally charged for at prevailing rates.

Other Clients

The Client understands and agrees that RBR Associates may be now, or in the future offer for sale, the same products or services to, or enter into agreements with, other Clients that may compete, either directly or indirectly, with Client named on the Agreement, and further agrees and consents to same.

Client’s Technology

Client acknowledges and understands that RBR associates has no control over Client’s technology, including but not limited to: computer hardware, software, network, Internet service provider (ISP) communication hardware provider, communication services provider, web hosting company, email service provider, or any other contractual or non-contractual affiliations used by Client. As a consequence thereof, Client acknowledges that RBR Associates shall have no responsibility for any change in the level of service, or loss of service arising from any reason whatsoever that exists or may exist in the future between Client and other related party.

RBR Associates assumes no responsibility for changes, modifications or upgrades to Client’s technology, or any other technology that may be required or imposed by others in order to allow the Client’s current technology to function in a manner (either realistic or otherwise) expected by them. RBR Associates may, at its sole discretion, subject to Agreement by the parties, recommend or provide such technology to Client so as to allow said current technology further and continuing use.

Delivery

Charges related to delivery are not included in any Agreement unless specified. Unless otherwise agreed in writing all orders are F.O.B. RBR Associates, Cleveland Ohio. Special priority pickup or delivery service will be provided at current rates upon the Client’s request.

Schedules

Schedules will be established and adhered to by Client and RBR Associates, provided that neither shall incur any liability or penalty for delays due to state of war, civil disorder, fire, strikes, accidents, action of Government or civil authorities and acts of God or other causes beyond the control of Client or RBR Associates.

Terms

Clients will receive notification of Payment due (an Invoice) via e-mail. This form of notification shall be considered acceptable by Client, unless RBR Associates is otherwise specifically informed by them. If such notification is received by RBR Associates, notification of Payment due (an Invoice) will be sent in paper form via regular Postal Mail. Requesting this alternate form of notification, after an e-mail form has been sent, will have no affect on the due date.

Payment shall be net cash on delivery unless terms have been specified, or agreed upon, in writing, in advance. Under no condition shall payment extend beyond thirty (30) days from the date of invoice. Claims for defects damages or shortages must be made by the Client in writing within a period of five (5) days after delivery or completion. Failure to make such claim within the stated period shall constitute irrevocable acceptance and an admission that they fully comply with the terms, conditions and specifications hereto. Although reminder notices for past due invoices may be sent, RBR Associates is under no obligation to do so.

As security for payment of any sum due or to become due under terms of the Agreement, RBR Associates shall have the right, if necessary, to retain possession of and shall have a lien on all Client property in RBR Associates’ possession including work in process and finished work and any further work requested by the Client in the future.

Invoices for Web hosting services that remain unpaid beyond 10 days of the payment due date shown on the invoice will result in the blocking of all access to the Website being hosted. Said Website shall remain blocked and inaccessible until such time all past due invoices for said hosting service and accrued late fees (if any) are paid in full. Any losses or expenses experienced by the Client, due to the blocking of access, in response to Client non-payment, are not the responsibility of RBR Associates.

The extension of credit or the acceptance of notes, partial payment, trade acceptances or guarantee of payment shall not affect such security interest and lien. Any sums that may be due and owing to RBR Associates heron shall bear interest at the rate of 18% per annum, computed at the rate of 1.5% per month, beginning 30 days after the date appearing on RBR Associates’ invoices.

Disclaimer of Warranty

The products or services covered by the Agreement are provided "as is," without a warranty of any kind. All express or implied representations and warranties, including any implied warranty of merchantability, fitness for a particular purpose or non-infringement, are hereby excluded to the extent permitted by law

The Client understands the acceptance of the Agreement, or its completion to term, shall be not considered, a promise or warranty that the Client will experience a change of any kind to its business, including but not limited to its sales, profitability, or number of customers.

The Client understands and acknowledges that the tools and methodologies used by RBR Associates during the production process, or that which results from said process(es), are of RBR Associates choosing and may differ from or not be compatible with other tools and methodologies used by the Client, or other agents operating on the Client’s behalf.

Limitation of Liability

In no event shall RBR Associates be liable for any lost revenue, profit, or for direct, indirect, special, consequential, incidental or punitive damages however caused and regardless of theory of liability arising out of the use of or inability to use the product or services covered by the Agreement, even if RBR Associates has been advised of the possibility of such damages.

RBR Associates assumes no responsibility for the Clients use, misuse or failure to properly use or apply the product(s) or services(s) covered under the scope of the Agreement.

Completed Agreements – In no event will RBR Associates’ liability in connection with the scope of the Agreement exceed the stated selling price, specified in the Agreement, paid to RBR Associates by the Client.

Work-in-Process – In no event will RBR Associates’ liability in connection with the scope of the Agreement exceed the stated selling price, specified in the Agreement, paid to RBR Associates by the Client during the period beginning with the acceptance of the Agreement and immediately preceding the event giving rise to such liability.

Limitation of Content

RBR Associates does not exercise editorial control over the material it produces for it Client’s, or the content of its Client’s Website(s) or other public or private networks or electronic forums. RBR Associates does not undertake to police any material or content that it produces, stores or transmits on behalf of the Client, except to the extent required by law.

Websites, Other Similar Electronic Forums or Networks – If Client contracts RBR Associates to host or manage their Website, RBR Associates reserves the right to remove any material or content which in its sole discretion, considers to be (i) in violation of any applicable law, rule or regulation, (ii) potentially infringing on rights of third parties, (iii) misleading or potentially dangerous, or (iv) obscene, lewd, filthy, excessively violent, harassing or otherwise objectionable.

Print or Broadcast Mediums – If the scope of the Agreement includes the production of materials for print or broadcast, and RBR Associates, in its sole discretion, considers any of the content to be (i) in violation of any applicable law, rule or regulation, (ii) potentially infringing on rights of third parties, (iii) misleading or potentially dangerous, or (iv) obscene, lewd, filthy, excessively violent, harassing or otherwise objectionable, RBR Associates will notify Client demanding the deletion, or the substantive alteration of same by Client, without recourse.

In the event the Client shall alter or modify in any manner, any of the work product produced by RBR Associates which shall result in RBR Associates becoming involved in a legal entanglement, the Client agrees to otherwise indemnify and hold harmless RBR Associates as described in the following paragraph titled: "Indemnification."

Indemnification

The Client shall indemnify and hold harmless RBR Associates from any and all loss, cost, expense and damages on account of any and all manner of claims, demands, actions and proceeding that may be instituted against RBR Associates on grounds alleging that the said material violates any copyright or any proprietary right of any person, or that it contains any matter that is libelous or scandalous, or invades any person’s right to privacy or other personal rights, except to the extent that RBR Associates has contributed to the matter. The Client agrees to, at the Client’s own expense, promptly defend and continue the defense of any such claim, demand, action or proceeding that may be brought against RBR Associates, providing that RBR Associates shall promptly notify the Client with respect thereto, and provided further that RBR Associates shall give the Client such reasonable time as the exigencies of the situation may permit in which to undertake and continue the defense thereof.

Client assumes full responsibility for providing any required disclosure or explanation of the various claims, features and any goods or services described within the Client’s materials, or the content of its Client’s Website(s) or other public or private networks or electronic forums, as well as any directions, rules, terms or conditions of use therein.

RBR Associates assumes no responsibility for the Client’s use, misuse or failure to properly use or apply instructions or recommendations contained within the materials produced under the scope of the Agreement.

Litigation

In the event that RBR Associates shall begin any litigation to enforce the terms of the Agreement, then the Client shall pay RBR Associates’ court costs and reasonable attorneys fees.

Invalidation

Invalidation of any of the provisions, covenants, or restrictions of these Terms and Conditions, by judgment or court order, shall in no way affect any other provision, covenant, or restriction, which shall remain in full force and effect.

In the event statements exist in the Agreements’ accompanying exhibits or attachments, that are, or may be determined to be in conflict with any statements made herein, the Client acknowledges and agrees that said statements are hereby replaced with and superseded by those found herein.

Governing Law

This agreement shall be governed and interpreted under the laws of the State of Ohio, USA, as now or hereafter may be in existence.

Customer acknowledges and understands and agrees that this agreement shall be construed and enforced under the laws of the State of Ohio, USA. Customer represents that Customer understands that Ohio courts are best suited for both interpretation and enforcement of Ohio law. Customer further acknowledges that RBR Associates is located in Cuyahoga County, Ohio, USA and that the Customer is aware of the exact geographic location of Cuyahoga County within the state of Ohio, USA.

Customer further acknowledges that the agreement is both factually and legally made in Cuyahoga County, Ohio, USA. Customer further understands that any litigation may require that the customer pay for the costs and expense of witnesses, travel, lodging, meals, attorney’s fees and other unknown amounts necessary for the Customer to maintain any litigation. Customer accepts the responsibility of bearing all of the above costs and any other necessarily and properly related thereto as part of the costs and economic burden of conducting business.

As a consequence of understanding all of the above, Customer agrees and understands that any litigation commenced to enforce any term, condition, obligation, right or responsibility stated or implied above shall be brought in Cuyahoga County, Ohio, USA.

Version: 2008-03-22.0001