SERVICE AGREEMENT

OVERVIEW

This Service Agreement ("Agreement") is entered into by and between Signup Design, Inc. ("Signup Design"), a Florida incorporated corporation, and the party identified in the related order form ("Customer" or "you"), which is incorporated herein by reference (together with any subsequent order forms submitted by Customer, the "Order Form"). This Agreement governs the purchase of all services listed in the Order Form (collectively, the "Services"). By signing this Agreement, the undersigned agrees to the terms and conditions on behalf of their organization or business.

YOUR USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.

This agreement constitutes the sole agreement between Signup Design and the Customer regarding the project specified in this Agreement. Signup Design reserves the right to modify the terms and conditions of this Agreement at any time. Any changes will be effective immediately upon posting the revised Agreement on our website or upon providing notice to you via email or other means. Your continued use of the Services after such changes have been made constitutes your acceptance of the new terms.

Under this Agreement, Customer shall comply with Signup Design’s then-current Acceptable Use Policy (“AUP”), as amended, modified, or updated from time to time by Signup Design, which is incorporated in this Agreement by reference.

Signup Design does not intend to systematically monitor the content (text, images, graphics, hyperlinks, etc.) that is submitted to, stored on, or distributed, or disseminated by Customer via the Service (the “Customer Content”). The Customer, under this agreement, will be the sole responsible for the Customer’s content and activities on Customer’s website or any other third-party images, software, etc.

In case Signup Design takes corrective action suitable to a violation of the AUP, Signup Design shall not refund to Customer any fees paid in advance of such corrective action. The Customer hereby agrees that Signup Design shall have no liability or responsibility to Customer or any of Customer’s customers due to any remedial action that Signup Design may take (including, without limitation, disconnection of the Services).

Customer’s Representative: The Customer shall appoint a sole Representative with full authority to provide or obtain any necessary information and approvals that may be required by Signup Design The Customer's Representative shall be responsible for coordination of briefing, review, and the decision making process with respect to persons and parties other than Signup Design and its subcontractors. If, after the Customer’s Representative has approved a design, the Customer or any other authorized person requires changes that require additional services from Signup Design , the Customer shall pay all fees and expenses arising from such changes as additional services.

1.SERVICES

The Services will be executed according to the content specified by the Customer in writing in the “DESCRIPTION” section of the order form. In case the Customer requires additional services beyond the service specified in the initial order, a new order will be generated and additional charges will apply accordingly.

• 1. Schedule & Completion Times: Signup Design and the Customer agree that the work shall be completed according to the schedule as stipulated in this agreement. Signup Design reserves the right to adjust the schedule in the event that the Customer fails to meet agreed deadlines for submission of materials or granting approvals and to allow for changes in the scope or complexity of services from those contemplated by this Agreement. Signup Design and the Customer must work together to complete the project in a timely manner. After project’s requirements will be received and the corresponding payments are cleared, Signup Design agrees to work expeditiously to complete the described services to meet the deadlines specified on the front of this contract.
• 2. Material to be Submitted by the Customer: All text material must be submitted in word-processing format (.doc, .txt) and all the images must be submitted in .jpg, .gif, .pdf, .psd format. If the text material submitted by the Customer is in hand-writing, Signup Design will be charged at the rate of $75.00/hour to transfer all the text into the website content/text. The Customer represents to Signup Design and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Signup Design to be included in the element of design are owned by the Customer; or that the Customer has permission from the rightful owner to use each of these elements, and the Customer will hold harmless, protect, and defend Signup Design and its subcontractors from any claim or suit arising from the use of such elements furnished by the Customer. In the event that the Customer does not supply Signup Design with the complete content/text, graphics and images for the design and development of the project within Three (3) weeks from the date this contract was signed, Signup Design will start this project using only the information on file and the entire amount of this agreement becomes due and payable.
• 3. Review Period: If apply, once the referenced project will be completed, it will be uploaded on a temporary online address and it will available for Customer’s review during fifteen (15) days. During this time the Customer will be able to request UNLIMITED changes in writing in TWO cycles only. These changes or updates will be scheduled accordingly. If during the review period Signup Design didn’t receive any changes from the Customer in writing, the project will be considered approved by the Customer.
• 4. Third-party Domain Account: The Customer will provide to Signup Design complete access to the domain name account corresponding to the project. If the Customer requests to Signup Design to find a new domain name or web address, additional charges will be apply plus a domain set-up fee as an addition to the base price contemplated by this Agreement. Domain name purchases come from third-party providers, and they are not a source of income for Signup Design. The Customer is solely responsible for the management of their domain account with the domain provider.
• 5. Third-party Hosting Account: In case the Customer will establish a separate contract with an Internet Service Provider (ISP) for hosting services, the Customer hereby authorizes Signup Design to access their account and authorizes the Host Provider to allow Signup Design full access to the Customer's FTP directory, cgi-bin directory, and any other directories or programs needed to be accessed to accomplish this project. The Customer further understands that if the operating system of their hosting provider may not work, or they installs or update new software versions or substitutes, additional services might be required to make the site work properly. Signup Design is not responsible for any lost files, information or data installed in their web hosting’s space. Signup Design will exercise no control over the content of the information, software and any other feature installed on. Signup Design shall not be responsible for any damages that may be suffered by you, including loss of data resulting from delays, non-deliveries, or service interruptions by any cause or due to web hosting provider service. In case, The Customer Hosting account is under Signup Design’s maintenance services, Signup Design will monitor the Customer’s bandwidth and disk usage. Signup Design has the right to take corrective action if the Customer’s bandwidth or disk usage exceeds the accepted usage stated in the agreement. Thereby corrective action might include the assessment of additional charges, disconnection or cancellation of any and all Services, or termination of this Agreement, which actions may be taken in Signup Design’s sole and absolute discretion. If Signup Design takes any corrective action under this section, the Customer shall not be entitled to a refund of any fees paid in advance prior to such action.
• 6. Revisions and Additions:Any revisions or additions to the services not described in this agreement shall be additional services and it will become an additional order. Such additional services shall include, changes in the extent of work, changes in the complexity of any elements of the project, and any changes made after approval has been given for a specific stage of design, documentation, or preparation of artwork. Signup Design shall keep the Customer informed of additional services that are required and shall request the Customer’s approval for any additional services which cause additional fees, including of any surcharge for rush work.
• 7. Rush Work: The Customer shall pay a surcharge for any services performed outside of normal working hours due to unusual deadlines or as a consequence of the Customer not complying with scheduled times for delivery of information, materials, or approvals. The surcharge for rush work shall be calculated at the time placing the order, administrative fee might apply. Normal working hours and schedule for this project are described in the order form of this agreement.
• 8. Assignment of Project: Signup Design reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.

2.PAYMENT TERMS & CONDITIONS

1.- The amount(s) and date(s) of any payment(s) will be specified on the payment information section set in the front of the Order. All payments will be made in US funds, payable to Signup Design Inc. YOU ACKNOWLEDGE, AGREE AND AUTHORIZE SIGNUP DESIGN TO ROUTINELY INVOICE AND/OR CHARGE ON YOUR CREDIT CARD FOR CONSECUTIVE TERMS OF EQUAL DURATION AS THE INITIAL TERM UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN SECTION “Term, Cancellation & Refund Policy “ (SECTION 3)

2.- The Customer authorizes Signup Design to charge your specified bank account or credit card in the appropriate amount for payments, refunds, or other billing adjustments. The Customer agrees to be liable by any rules their financial institution requires for ACH debit transactions or that their debit card or credit card issuer requires for debit card or credit card transactions. SIGNUP DESIGN SHALL CARRY NO LIABILITY OR RESPONSIBILITY FOR ANY LOSSES OF ANY TYPE THAT YOU MAY INCUR AS A RESULT OF AN INCORRECT STATEMENT, ANY LAG IN THE ACTUAL DATE ON WHICH YOUR ACCOUNT IS DEBITED, OR YOUR FAILURE TO PROVIDE CORRECT AND/OR VALID PAYMENT INFORMATION.

3.- Signup Design can increase the Service Fees (i) in the form allowed in the service description and (ii) at any time after the expiration of the Initial Term by providing seven (7) days through written notice via email to the Customer. All rates and estimates are subject to change without notice.

4.-Unless otherwise specified, all fees and related charges will be due and payable within the date of the invoice. If any invoice is not paid on the date of the invoice, Signup Design may charge to the Customer a late fee of $45.00 for such invoice; Invoices remaining unpaid fourteen (14) days after it is past due will be considered delinquent; In addition, any amounts payable to Signup Design on delinquent accounts will earn interest at the rate of one and one-half percent (1.5%) per month or the maximum rate permitted by applicable law, whichever is less. Signup Design reserves the right to collect full legal fees if a legal action will be required to secure a debt.

5.- If Signup Design collects any payment due at law or through an attorney at law or under advice therefrom or through a collection agency, or if Signup Design prevails in any action to which the Customer and Signup Design are parties, Customer will pay all costs of collection, arbitration, and litigation, including, without limitation, all court costs and Signup Design’s reasonable attorneys’ fees.

6.- If any check is returned for insufficient funds a $45.00 processing charge will apply.

7.- In the event that any amount due remains unpaid fourteen (14) days after such payment is due, Signup Design, in its sole discretion, reserves the right to terminate this Agreement, and/or withhold or suspend Services, or suspend, close or remove all online content of any delinquent account. A $195.00 charge will be required to reinstate accounts that have been suspended or terminated.

8.- Reimbursable Expenses: The Customer shall reimburse Signup Design for all out-of-pocket expenses incurred by Signup Design with respect to the Project including, but not limited to, expenditures for: Implementation, typesetting, photography, presentation and artwork materials, electrostatic (xerographic) copies, Fax and long-distance telephone charges, postage, and local deliveries, including out-of-town travel, and shipping. Signup Design shall maintain records of hours and reimbursable expenses and shall make such records available to the Customer for review on request.

3. TERMS, CANCELLATION & REFUND POLICY

1.- The first Term should begin upon the beginning of the Services to the Customer (the “Initial Term”). After the first Term, this Agreement will renew automatically. The first Term and all successive renewal periods should be referred to, collectively, as the “Term”. ADDITIONALLY, AFTER THE INITIAL TERM, YOU ACKNOWLEDGE, AGREE AND AUTHORIZE SIGNUP DESIGN TO ROUTINELY INVOICE AND/OR CHARGE ON YOUR CREDIT CARD FOR CONSECUTIVE TERMS OF EQUAL DURATION AS THE FIRST TERM UNLESS TERMINATED OR CANCELLED BY EITHER PARTY AS PROVIDED IN THIS SECTION.

2.- In the event this Agreement becomes terminated for any cause or reason whatsoever, neither party shall have any further rights or obligations under this Agreement, except as expressly set forth herein. The provisions of Sections 2, 4, 8, 11, 12, and 14 of this Agreement will survive the expiration or termination of this Agreement for any cause or reason in any case, and, despite of the expiration or termination of this Agreement. Termination of this Agreement and withholding of pre-paid fees and charges will be in addition to, and not be in lieu of, any other legal or equitable rights or remedies to which Signup Design may be entitled.

3.- Refund Policy: In case, the Customer halts work and applies by email or registered letter for a refund within seven (7) days of signing the initial Agreement to Signup Design main email (webmaster@signupdesign.com), the work already completed by Signup Design shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the client. In case, at the time of the request for a refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate specified above. No portion of this initial payment will be refunded unless a written application is made within seven (7) days of signing this agreement. The refund, if any, shall be made by mail only, as provided by law, made out in names of undersigned in one check, and, may not be picked up in person. Signup Design shall have 15 days to return the corresponding refund, if any.

4. COPYRIGHT & LICENSE

All copyright for the finished assembled work of any designed element produced by Signup Design is owned by Signup Design. Upon final payment for all work specified in this Agreement, Signup Design will transfer to the Customer a single license to use the designed elements (the "End Product"). The rights to photos, graphics, source code, work-up files, applications, and software are not transferred to the Customer and remain the property of their respective owners.

Logo Files: The copyright for logo files specifically created for the Customer will be transferred to the Customer upon final payment.

A single sub-license of these licensed items/elements is permitted solely for use as intended in the designed elements (the "End Product"). The sub-licensed items must not be extracted, copied, reproduced, duplicated, or used in any other way.

Design Credit: The Customer agrees that Signup Design may include a byline at the bottom of any designed online or print element, attributing design and development credit to Signup Design. Additionally, Signup Design and its subcontractors retain the right to display the graphics and other designed elements as examples of their work in our respective online or printed portfolios.

The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

5. CUSTOMER’S RESPONSIBILITIES

1.- The Customer is solely responsible for the quality, performance, and all other aspects of the Customer Content (text, images, graphics, hyperlinks, etc.) and the goods or services provided through the Customer's site. In case an approved design service has been launched (installed) online, delivered, or printed by Signup Design, the Customer is solely responsible to keep and managing records (software versions, licenses, etc.) of any third-party providers (software developers, photographers, artists, etc.).

2.- The Customer will cooperate fully with Signup Design in connection with Signup Design’s performance of the Services. The Customer is solely responsible for any equipment or software that may be necessary for Customer to use the Services. Delays in Customer’s performance of its obligations under this Agreement will extend the time for Signup Design’s performance of its obligations that depend on Customer’s performance on a day for day basis. The Customer will notify Signup Design of any change in the Customer’s mailing address, telephone, e-mail, or other contact information.

3.- The Customer assumes full responsibility for providing end users with any required disclosure or explanation of the features of the Customer Web site and any goods or services described therein, as well as any rules, terms, or conditions of use.

4.- Because the Services permit Customer to electronically transmit or upload content directly to the Customer Web site, the Customer shall be fully responsible for uploading all content to the Customer Web site and supplementing, modifying, and updating the Customer Web site. The Customer is also responsible for ensuring that the Customer Content and all aspects of the Customer Web site are compatible with the hardware and software used by Signup Design to provide the Services, as the same may be changed by Signup Design from time to time. Customer shall periodically access Signup Design’s Web site to determine if Signup Design has made any changes thereto. Signup Design shall not be responsible for any damages to the Customer Content, the Customer Web site or other damages or any malfunctions or service interruptions caused by any failure of the Customer Content or any aspect of the Customer Web site to be compatible with the hardware and software used by Signup Design to provide the Services.

5.- Unless provided otherwise, the Customer is solely responsible for making back-up copies of the Customer Web site and Customer Content.

6. CUSTOMER’S REPRESENTATIONS AND WARRANTIES

1.- Customer hereby represents and warrants to Signup Design, and agrees that during the Initial Term and any Term thereafter Customer will ensure that.

Unless provided otherwise, the Customer shall be solely responsible for the development, operation, and maintenance of Customer’s web site, online store, and e-commerce activities, for all products and services offered by the Customer online, including, without limitation.

Customer grants Signup Design the right to reproduce, copy, use and distribute all and any portion of the Customer Content to the extent needed to provide and operate the Services.

7. LICENSE TO SIGNUP DESIGN

Customer hereby grants to Signup Design.

Non-transferable, royalty-free, international right and license during the first Term and any Term thereafter to do the following to the extent necessary in the performance of the Services under the Order: (a) digitize, convert, install, upload, select, order, arrange, compile, combine, synchronize, use, reproduce, store, process, retrieve, transmit, distribute, publish, publicly display, publicly perform and hyperlink the Customer Content; and (b) make archival or back-up copies of the Customer Content and the Customer Web site. Except for the rights expressly granted above, Signup Design is not acquiring any right, title, or interest in or to the Customer Content, all of which shall remain solely with Customer.

8. SIGNUP DESIGN AS RESELLER OR LICENSOR

Signup Design is acting only as a reseller or licensor of the products used in connection with the Services that were provided by a third party (“Third-Party Product”). Signup Design shall not be responsible for any changes in the Services that cause the Third-Party Product to become obsolete, expired, require modification, alteration, additional license, or otherwise affect the performance of the Services. Signup Design shall not be responsible to keep these records on file after ninety (90) days the service was rendered to the Customer; These records are available by Customer’s request only in writing only via mail or email. Any malfunction or manufacturer’s defects of Third-Party Product either sold, licensed, or provided by Signup Design to the Customer or purchased directly by the Customer used in connection with the Services will not be deemed a breach of Signup Design’s obligations under this Agreement. Any rights or remedies the Customer may have regarding the ownership, licensing, performance, or compliance of Third-Party Product are limited to those rights extended to the Customer by the owner of such Third-Party Product. The Customer is entitled to use any Third-Party Product supplied by Signup Design only in connection with the Customer’s permitted use of the Services. The Customer shall use its best efforts to protect and keep confidential all intellectual property provided by Signup Design to the Customer through any Third-Party Product and shall make no attempt to copy, extract, duplicate, alter, reverse engineer, or tamper with such intellectual property or to use it other than in connection with the Services. The Customer shall not resell, transfer, export, or re-export any Third-Party Product, or any technical data derived therefrom, in violation of any applicable United States or foreign law. The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

9. DISCLAIMER OF WARRANTY

The Customer agrees to use all Services and any information obtained through or from Signup Design, at the Customer’s own risk. Customer acknowledges and agrees that Signup Design exercises no control over, and accepts no responsibility for, the content of the information passing through Signup Design’s host computers, network hubs, and points of presence or the Internet. THE SERVICES PROVIDED UNDER THIS AGREEMENT ARE PROVIDED ON AN AS-IS, AS AVAILABLE BASIS. NONE OF THE SIGNUP DESIGN, ITS PARENT, SUBSIDIARY, OR AFFILIATED CORPORATIONS, OR ANY OF THEIR RESPECTIVE EMPLOYEES, OFFICERS, DIRECTORS, SHAREHOLDERS, AFFILIATES, AGENTS, ATTORNEYS, SUPPLIERS, THIRD-PARTY INFORMATION PROVIDERS, MERCHANTS, LICENSORS, OR THE LIKE (EACH, AN “SIGNUP DESIGN PERSON”) MAKE ANY WARRANTIES OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR NON-INFRINGEMENT, FOR THE SERVICES OR ANY EQUIPMENT SIGNUP DESIGN PROVIDES. NO SIGNUP DESIGN PERSON MAKES ANY WARRANTIES THAT THE SERVICES WILL NOT BE INTERRUPTED OR ERROR-FREE; NOR DO ANY OF THEM MAKE ANY WARRANTIES AS TO THE RESULTS THAT MAY BE OBTAINED FROM THE USE OF THE SERVICES OR AS TO THE ACCURACY, RELIABILITY, OR CONTENT OF ANY INFORMATION, SERVICES OR MERCHANDISE CONTAINED IN OR PROVIDED THROUGH THE SERVICES. SIGNUP DESIGN IS NOT LIABLE, AND EXPRESSLY DISCLAIMS ANY LIABILITY, FOR THE CONTENT OF ANY DATA, TRANSFERRED EITHER TO OR FROM CUSTOMER OR STORED BY CUSTOMER OR ANY OF CUSTOMER’S CUSTOMERS VIA THE SERVICES PROVIDED BY SIGNUP DESIGN. THE TERMS AND CONDITIONS OF THIS SECTION WILL OUTLIVE ANY TERMINATION OF THIS AGREEMENT.

10. LIMITED WARRANTY

Signup Design represents and warrants to the Customer that the online services will be performed (a) in a manner consistent with industry standards reasonably applicable to the performance thereof; (b) at least at the same level of service as provided by Signup Design generally to its other customers for the same type of services; and (c) in compliance with the applicable Service Descriptions.

The above warranties shall not apply to performance issues or defects in the Services (a) caused by factors outside of Signup Design’s reasonable control; (b) that resulted from any actions or inactions of the Customer or any third parties, or (c) that resulted from the Customer’s equipment or any third-party equipment not within the sole control of Signup Design. EXCEPT AS EXPRESSLY PROVIDED IN THIS SECTION, SIGNUP DESIGN MAKES NO REPRESENTATIONS OR WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO THE SERVICES OR ANY SOFTWARE PROVIDED UNDER THIS AGREEMENT. SIGNUP DESIGN DOES NOT WARRANT THAT THESE SERVICES WILL BE UNINTERRUPTED, ERROR-FREE OR COMPLETELY SECURE.

11. LIMITATION OF LIABILITY

1.- In no event will Signup Design’s liability in connection with the Services, any software provided or any order, whether caused by failure to deliver, non-performance, defects, breach of warranty or exceed the aggregate services fees paid to Signup Design by the Customer, will give rise to such liability. In no event will Signup Design be liable to the Customer 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 inability to operate these web page or website, even if Signup Design has been advised of the possibility of such damages. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of all other remaining provisions.

2.- Signup Design cannot guarantee continuous service, service at any particular time, integrity of data, information or content stored or transmitted online. Signup Design will not be liable for any unauthorized access to, or any corruption, theft, destruction, alteration or disclosure of data, content transmitted, received or stored on its system.

3.- Except as expressly provided below, neither party will be liable in any manner to the other party or any other person for any lost profits or revenues, use, data, cost of goods, licenses or services or similar financial loss, under any warranty or other right hereunder or for any claim towards the other party by a third-party, regardless of it has been advised about of such claims or damages.

4.- The Customer understands, acknowledges and agrees that if Signup Design takes any correctional action under this Agreement due to an action of the Customer or one of its customers or a reseller, that corrective action may adversely affect other customers of the Customer or other reseller customers, and the Customer agrees that Signup Design will have no liability to the Customer, any of its customers or any Reseller Customer due to such corrective action by Signup Design.

5.- The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

12. INDEMNIFICATION

The Customer agrees to indemnify, defend and hold harmless Signup Design and its subsidiary and affiliated companies, and each of their respective officers, directors, employees, shareholders, attorneys, and agents from and against any and all claims, damages, losses, liabilities, suits, actions, demands, proceedings, legal or administrative, and expenses including, but not limited to, reasonable attorney’s fees, filed by a third party against any of the indemnified parties arising out of or relating to Customer’s use of the Services, (ii) any violation by the Customer of the AUP, (iii) any breach of any representation, warranty or covenant of the Customer contained in this Agreement or (iv) any acts or omissions of the Customer. The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

13. MISCELLANEOUS

1.- Nothing included in this Agreement places Signup Design and the Customer in the relationship of principal and agent, master and servant, partners, or joint venturers. Neither party has, expressly or by inference, or may represent itself as having, any authority to make contracts or enter into any agreements in the name of the other party or to force or bind the other party in any way whatsoever.

2.- Governing Law: Jurisdiction. Any dispute or claim resulting of or relating to this Agreement, the establishment of this Agreement or the breach of this Agreement, including any claim based upon arising from an alleged offense, will be governed by the substantive laws of the State of Florida. ANY SUIT, ACTION OR PROCEEDING CONCERNING THIS AGREEMENT MUST BE BROUGHT IN A FLORIDA STATE OR FEDERAL COURT LOCATED IN ORANGE COUNTY, FLORIDA, AND EACH OF THE PARTIES HEREBY IRREVOCABLY CONSENTS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS (AND OF THE APPROPRIATE APPELLATE COURTS THEREFROM) IN ANY SUCH SUIT, ACTION OR PROCEEDING AND IRREVOCABLY WAIVES, TO THE FULLEST EXTENT PERMITTED BY APPLICABLE LAW, ANY OBJECTION WHICH IT MAY NOW OR HEREAFTER HAVE TO THE LAYING OF THE VENUE OF ANY SUCH SUIT, ACTION OR PROCEEDING IN ANY SUCH COURT OR THAT ANY SUCH SUIT, ACTION OR PROCEEDING WHICH IS BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

3.- Whole Agreement: This Agreement, among the included documents by reference, supersedes all prior discussions, negotiations, and agreements between the parties with respect to the subject matter hereof, and this Agreement constitutes the sole agreement between the parties with respect to the matters covered hereby. In case of a conflict between this Agreement and any purchase order, service order, work order, confirmation, correspondence, or other communication of the Customer or Signup Design, the terms and conditions of this Agreement shall control. No additional terms or conditions relating to the subject matter of this Agreement shall be effective unless approved in writing by an authorized representative of the Customer and Signup Design. This Agreement may not be modified or modified except by another agreement in writing performed by the parties hereto; provided, however, that these Terms of Service may be modified from time to time by Signup Design in its sole discretion, which modifications will be effective upon posting to Signup Design’s web site.

4.- Assignment: The Customer shall not assign or transfer this Agreement, or any of its rights or obligations hereunder, without the prior written consent of Signup Design. Any attempted assignment in violation of the foregoing provision shall be null and void and of no force or effect whatsoever. Signup Design can assign its rights and obligations under this Agreement and may engage subcontractors or agents in performing its duties and exercising its rights hereunder, without the consent of the Customer.

5.- Limitation of Actions: No action, regardless of form, arising by reason of or in connection with this Agreement may be brought by either party more than two (02) years after the cause of action has arisen.

6.- Counter-party: If this Agreement is signed manually, it may be executed in any number of counterparts, each of which shall be deemed an original and all of which together shall constitute one and the same instrument. If this Agreement is signed electronically via an online address under Signup Design website, Signup Design’s records (IP Address) of such execution shall be presumed accurate unless proven otherwise.

7.- Great Force: Any party is liable for any failure or delay in the performance of any of its obligations under this Agreement (other than fail to make payments when due) if such default or delay is generated, directly or indirectly, by forces outside such party’s reasonable control, including, without limitation, fire, flood, acts of God, labor disputes, accidents, acts of war or terrorism, interruptions of transportation or communications, supply shortages or the failure of any third party to perform any obligation relative to the production or delivery of any equipment or material required for such party to execute its obligations hereunder.

8.- No Third-Party Beneficiaries: Except as otherwise expressly provided in this Agreement, nothing in this Agreement is designed, nor shall anything herein be interpreted to confer any rights, legal or equitable, in any party other than the parties hereto and their respective successors and authorized assigns.

9.- Marketing & Advertising: The Customer agrees that during or after the term of this Agreement Signup Design may publicly refer to the Customer, orally and in writing, as a customer of Signup Design. Design Credit: The Customer agrees that Signup Design may place a byline on the bottom of their web page establishing design, development, or management credit. The Customer also agrees that the material created by Signup Design for the Customer may be included in the Signup Design’s portfolio. The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

10.- Laws Affecting Electronic Commerce: From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Customer agrees that the Customer is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend Signup Design and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Customer's exercise of Internet electronic commerce and from any Customer's action that impact negatively to Signup Design.

11.- Disclaimer: Success in ANY business is a result of hard work, time and a variety of other factors. No express or implied guarantees of income, search engine ranking, or site traffic are made when purchasing Signup Design’s Services.

14. CONFIDENTIALITY

Any reproduction of this agreement in whole or in part is prohibited. The Customer is hereby notified that it is strictly prohibited from disclosing, copying, distributing, disseminating, or taking any other action with regard to this document and the contents herein. You agree to indemnify, defend and hold Signup Design , its officers, directors, employees, agents, licensees, suppliers and any third party information providers to us from and against all losses, expenses, damages and costs, including reasonable attorneys' fees, resulting from any violation of this Agreement by you. The terms and conditions of this section will outlive any termination or cancellation of this Agreement.

15. ACKNOWLEDGMENT

THE CUSTOMER AGREES TO BE BOUND BY THE TERMS AND CONDITIONS OF THIS AGREEMENT. THE CUSTOMER FURTHER AGREES THAT THIS IS THE COMPLETE AND EXCLUSIVE STATEMENT OF THE AGREEMENT BETWEEN THE CUSTOMER AND SIGNUP DESIGN, WHICH SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, ORAL OR WRITTEN, AND ANY OTHER COMMUNICATION BETWEEN THE CUSTOMER AND SIGNUP DESIGN RELATING TO THE SUBJECT OF THIS AGREEMENT.

Revised: August 13, 2024