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ASAP CORPORATION LIMITED ADULT PRODUCT WEB SITE AGREEMENT
ASAP Corporation Limited trading as AdultProductWebSites.Com, PO Box 20025, London NW2 4ZL, England, U.K. herein after called the "Company" and the Client, whose name and address appear at the end of the Agreement, agree the following:
1) In consideration of payment by the Client, the Company agrees to supply the following services. 1a) Provide one Web site of up to four pages, with registration of URL (SITE NAME) agreed with Client, solely and exclusively for access to all products and/or services on the Company's Adult Product catalogue web site. Upon launch to the Internet, to register the Web site through major search engines world wide, set up Mega Tags on index page and to provide Internet Marketing advice as appropriate. 1b) Design all or part of the Website according to the reasonable requirements of the client, using the basis of a choice of templates, provided by the Company. Client to provide text, content and contact details to our web designer. 1c) Allocate one year's storage capacity on our Host Server and provide interactive access between the Internet and the Host Server. Upon payment of annual hosting fee, storage capacity will be renewed. 1d) The Company will grant the non-exclusive content, and non-transferable licence, without written consent from the Company, for use of the Web site upon the terms and conditions hereafter contained. 1e) The Client may not sell his/her web site for profit without the written consent of the Company.
2) The copyright and all other intellectual property rights of whatever nature in those parts of the Web site designed, created or provided by the Company and in particular in the scripts shall be and remain vested in the Company. 2a) It shall be the responsibility of the client to obtain all necessary permissions for the use of any materials provided by the client for use on the Website. The Company will not accept any responsibility for violations of copyright, as a result of use of material supplied by the client for inclusion on the web site 2b) For the avoidance of doubt, the Company shall not extend to the use of the Web site upon any server other than the Host Server in the U.S.A.
3) The Client will indemnify the Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature, arising out of, or in connection with, any claim that the use of any information or materials supplied by the client, for use on or in relation to the design, preparation or operation of the Web site, infringes the intellectual property rights of any third party.
4) The Company warrants that it has the necessary skill and expertise to provide the design services on the terms set out herein. 4a) The design service and go live date, will be provided in a timely and professional manner and in accordance with the Timetable agreed between the parties, or in the absence of such agreement as reasonably stipulated by The Company and will conform to the standards generally observed in the industry for similar services. 4b) The Company shall make reasonable efforts to ensure that Web site will work effectively in conjunction with the hardware and software commonly in use at the go live date, and with the most common current Web Browsers.
5) The Company shall make available to the Client, the storage capacity specified in the Schedule. 5a) The Company will make reasonable efforts to carry out such changes or updates to the Web site, as requested by the Client. In addition, such requests, after the site has been accepted by the client, will be chargeable. 5b) The Company shall use it reasonable endeavours to manage peaks and troughs in bandwidth, so as to ensure that the Web site is available for all the client's normal requirements. However it shall not be liable for any failure to do so. 5c) From time to time, the Host Server will need to be taken down for routine maintenance and the Company agrees to use its reasonable efforts to ensure that such non-availability will be as short as possible. The Company shall have no liability to the Client in respect of such non-availability. 5d) Nothing in this Agreement shall obligate the Company to rebate the Client where such periods of non-availability are due to circumstances, outside the reasonable control of the Company.
6) Should the Client wish the Web site to be updated or re-designed after the go live date for any reason, then the Company shall provide such services and negotiate the cost involved. 6a) The annual maintenance fee pays for the promotion and hosting costs of the site per twelve month period.
7) The Client acknowledges that the Company is not obliged to mirror the Web site on a backup server and save as herein contained, the Company shall not be responsible for losses or damages of any kind incurred or sustained by the Client and/or his/her customers for any periods whilst the Host Server is inoperable.
8) The Client shall indemnify the Company and keep the Company fully and effectively indemnified against all costs, claims, demands, expenses and liabilities of whatsoever nature arising out of, or in connection with any claim that the Client's Web site contains or gives access to obscene or defamatory material pertaining to any content supplied by the Client, which contravenes any law or regulation. All Web site content supplied by the Company is the sole responsibility of the Company. 8a) The Client agrees that the Company can, at its sole discretion remove all or part of, any material on its Web site, if the Company deems in its sole discretion, that it causes distress or offence to any reasonable person.
9) Many of the Company's products, which are featured on its product site will be fulfilled from the USA and as such, will not attract VAT in the first place. Where goods are fulfilled in the UK or Europe, and shipped to an address in the UK or Europe, they will attract VAT. Where goods are fulfilled in the USA for shipment to the UK or Europe, they do NOT attract VAT.
9a) The Company shall pay the Client, 35% of the net profits from product sales. The net profits being the transaction amount less applicable credit card fees, VAT and returns (where applicable). The Client should also note that in the interests of generating customer satisfaction, the Company operates a return of goods policy.
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