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Terms and Conditions of Service

Services

Subject to the terms and conditions set forth in this Agreement, FYD, Inc. will provide the services set forth in Service Exhibits from above. Each Service Exhibit will only be effective when executed by both parties and will be governed by the terms and conditions of this Agreement. Any revisions, additions or redesign Client wishes FYD, Inc. to perform not specified in this document shall be considered "additional" and will be billed separately for the particular service.

Payment Terms: Taxes

1. Client agrees to pay FYD, Inc. a fee for the services to be rendered pursuant to this Agreement in an amount set forth in the Service Exhibit. Payments shall be payable as set forth in the Service Exhibit, provided, however, that to the extent the Service Exhibit does not specify a payment schedule, Client shall pay all fees and charges upon invoice as set forth herein. The fees may be adjusted by agreement between FYD, Inc. and Client in writing at any time. Client shall reimburse FYD, Inc. for reasonable travel and out-of-pocket expenses as set forth in each Service Exhibit or as otherwise pre-approved in writing by Client. Client will reimburse FYD, Inc. for any such reasonable expenses incurred by FYD, Inc. that are substantiated by receipts or other proof of payment. FYD, Inc. will invoice Client monthly.
2. There shall be added to the fees and charges due with respect to the services provided hereunder, and Client shall be responsible to pay, amounts equal to all taxes, however designated, levied, or based on such fees and charges or on this Agreement, or on Services provided pursuant thereto, including all Federal, state and local privilege, sales, or excise taxes based on gross revenue, and any taxes or amounts in lieu thereof paid or payable by FYD, Inc. in respect of the foregoing, exclusive, however, of taxes based on FYD, Inc.' net income.

Copyrights and Trademarks

The Client represents to FYD, Inc. and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to FYD, Inc. for inclusion in Web pages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend FYD, Inc. and its subcontractors from any claim or suit arising from the use of such elements furnished by the Client. All information, text, graphics, are owned by the Client exclusively. The Client owns and is responsible for their site in its entirety. All intellectual property rights of any sort anywhere in the world in connection with the Content shall be the sole property of the Client. FYD, Inc. hereby assigns all such rights to the Content to the Client.

Limited Liability

Each party hereby agrees to indemnify and hold harmless the other party in any claim resulting from (or otherwise) its own, products, or services. Under no circumstances, including negligence, shall either party's offices, agents or anyone else involved in creating, producing, marketing, or distributing it's services, be liable for any direct, indirect, incidental, special or consequential damages that result from any technique used to drive relevant traffic to your site.

TO THE MAXIMUM EXTENT PERMITTED BY LAW, NEITHER PARTY NOR ITS AFFILIATES, NOR ITS OR THEIR RESPECTIVE, OFFICERS, DIRECTORS, EMPLOYEES, AGENTS OR SUPPLIERS SHALL BE LIABLE TO THE OTHER PARTY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL, RELIANCE OR PUNITIVE DAMAGES OR LOST OR IMPUTED PROFITS OR ROYALTIES, LOST DATA OR COST OF PROCUREMENT OF SUBSTITUTE GOODS OR SERVICES. IN ALL EVENTS, EACH PARTY'S AGGRE-GATE CUMULATIVE LIABILITY FOR ANY AND ALL CLAIMS ARISING IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE SUM TOTAL OF ALL PAYMENTS MADE BY Client TO FYD, INC. PURSUANT HERETO OR TO ANY SERVICE EXHIBIT WHICH PROXIMATELY CAUSED THE EVENT FOR WHICH DAMAGES ARE CLAIMED. CLAIMS FOR DAMAGES MUST BE MADE WITHIN ONE YEAR OF THE INCIDENT TO WHICH THEY RELATE OR BE FOREVER BARRED. THE LIMITATIONS AND EXCLUSIONS SET FORTH IN THIS SECTION 4 SHALL APPLY TO ALL CLAIMS OR CAUSES OF ACTION IN THE AGGREGATE WHETHER FOR BREACH OR ANY OB-LIGATION ARISING THEREFROM OR OTHERWISE, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR TORT (INCLUDING NEG-LIGENCE, MISREPRESENTATION AND STRICT PRODUCT LIABILITY) AND IRRESPECTIVE OF WHETHER THE PARTY HAS ADVISED OR HAS BEEN ADVISED OF THE POSSIBILITY OF ANY SUCH LOSS OR DAMAGE. EACH PARTY HEREBY WAIVES ANY CLAIM THAT THESE LIMITATIONS OR EXCLUSIONS DEPRIVE SUCH PARTY OF AN ADEQUATE REMEDY. THE PROVISIONS OF THIS SECTION ALLOCATE THE RISKS UNDER THIS AGREEMENT BETWEEN FYD, INC. AND Client. FYD, INC.'S PRICING REFLECTS THE ALLOCATION OF RISK AND LIMITATION OF LIABILITY SPECIFIED HEREIN.

Find Your Dreams Inc.

Find Your Dreams Inc. shall not be held liable for: omissions, interruptions, deletion or loss of files or data, errors, defects, delays in operation, rankings, sales, or performance, whether or not limited to acts of God, communication failure, theft, destruction or unauthorized access to FYD, Inc.' records, programs, acts of Search Engines or act of Directories, or other places on the web which may or may not link to your site(s). Notwithstanding the above, Client's exclusive remedies for all damages, losses and causes of actions whether in contract, tort including negligence or otherwise, shall not exceed the aggregate dollar amount which Client paid during the term of this Agreement (minus any third parties fees for inclusions or links) and any reasonable attorney's fee and court costs.

Indemnification

Each party agrees that it shall defend, indemnify, save and hold the other party harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney's fees, ("Liabilities") asserted against the other party's agents, its Clients, servants, officers and employees, that may arise or result from any service provided or performed or agreed to be performed or any product sold by Client, its agents, employee or assigns. Each party agrees to defend, indemnify and hold harmless the other party against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed in connection with its service, any material supplied by it infringing on the proprietary rights of a third party, copyright infringement, and any defective product, or unsafe product.

Search engine optimization inherently runs risks of algorithmic changes of search engines. FYD, Inc. offers no guarantee or warranty of present or future placement, improvement or in any specific search engine. Client assumes all risks and responsibility.

Laws Affecting Electronic Commerce

The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend FYD, Inc. and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the Client's use of Internet electronic commerce. E-commerce is not the responsibility of Find Your Dreams.

Confidentiality

Excluded from the "Confidential Information" definition is anything that can be seen by the public on the Web Site when each page of the Web Site is first accessed. Clients and FYD acknowledge and agree that the Specifications and all other documents and information related to the marketing of the Web Site (the "Confidential Information") will constitute valuable trade secrets of Internet Marketing and Optimization, or of Clients respected line of business. Customer shall keep the Confidential Information in confidence and shall not, at any time during or after the term of this Agreement, without Internet Marketers' prior written consent, disclose or otherwise make available to anyone, either directly or indirectly, all or any part of the Confidential Information. Mutually, the FYD shall not discuss confidential information, such as pricing, costs, nor sales, with any other person.

FYD, Inc.

FYD, Inc. is not responsible for any costs associated with downtime, inventory, sales, nor for changes in any search engine or directory. FYD shall also not be responsible for any other loss that may occur in the operation of the Web Site.

Term of Agreement, Suspension of Service and Termination.

1. This Agreement shall commence on the MSA Effective Date. The term applicable to each Service Exhibit shall be specified therein. Either Party may terminate this Agreement or any Service Exhibit hereunder by providing not less than thirty (30) days prior written notice to the other Party. Unless otherwise agreed to by the parties in writing or in an applicable change order agreed to by the parties, for each Service Exhibit, upon expiration of the initial term thereof, the term for such Service Exhibit will renew automatically for additional terms equal to that of the initial contracted period, unless either FYD, Inc. notifies Client, or Client notifies FYD, Inc., at least thirty (30) days prior to the end of the then-current term for such Service Exhibit that it has elected to terminate the term for such Service Exhibit, in which event the term for such Service Exhibit will terminate at the end of such then-current term.
2. If either Party is in material breach of this Agreement or any obligation under a Service Exhibit, the non-breaching Party may provide a written notice to the breaching Party specifying the nature of the breach. The breaching Party shall have thirty (30) days from receipt of such notice to correct the breach. If the breach is not cured within such period, the non-breaching Party may terminate this Agreement or such Service Exhibit by providing the breaching Party with written notice of termination. Consent to extend the thirty (30) day cure period shall not be withheld unreasonably if the breaching Party has commenced cure efforts during such period and pursues cure of the breach in good faith. Notwithstanding the foregoing, if Client is in breach of the payment terms of Section 2 of this Agreement and does not correct such breach within ten (10) days of notice such breach, FYD, Inc. may terminate the applicable Service Exhibit and/or this Agreement, and may suspend performance hereunder, pending receipt of payment in full.
3. FYD, Inc. may terminate this Agreement immediately upon the occurrence of any of the following events with respect to Client: (a) a receiver is appointed for Client or its material assets; (b) Client becomes insolvent, generally unable to pay its debts as they be-come due, or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor's relief law; (c) if proceedings are commenced against Client, under any bankruptcy, insolvency or debtor's relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (d) if Client is liquidated, dissolved or ceases operations.
4. Neither Party will be liable to the other party for properly terminating this Agreement or any portion thereof in accordance with its terms, but Client will be liable to pay for Services performed prior to the effective date of termination or expiration. Upon the termination or expiration of this Agreement, each party shall immediately (at the other party's request) return to the other, or if so requested destroy, all Confidential Information (as defined below) and other property belonging to the requesting party.
5. In the event that Work is postponed or canceled at the request of the Client by email, FYD, Inc. shall have the right to bill pro rata for work and links completed through the date of that request. If additional payment is due, this shall be payable within thirty days of the Client's notification to stop work.

Refund Policy

A Refund will only take place for "Future" months that were paid in advance.

Arbitration

Any disputes in excess of $1,000 (or the maximum limit for small claims court) arising out of this Agreement shall be submitted to binding arbitration before the Joint Ethics Committee or a mutually agreed upon Arbitrator pursuant to the rules of the American Arbitration Association. The Arbitrator's award shall be final, and judgment may be entered in any court having jurisdiction thereof.

Payment of Late Fees

In order for FYD, Inc. to remain in business, accounts must be current and kept in good standing. All payments are due on or before the first day of the service period. FYD allows a three (3) business day grace period for late payments. There will be a two percent (2%) late fee accessed for all payments four - twenty-nine (4 - 29) business days past due. Accounts ten (10) days late will have all work suspended. If payment is not received within thirty (30) days, all marketing campaigns will be ended and this contract will be null and void.

Jurisdiction

This contract constitutes the sole agreement between FYD, Inc. and the Client regarding its web site marketing. It be-comes effective only when signed by both parties. This agreement shall be governed and construed in accordance with the laws of Saratoga County, of the State of New York, USA.

Non-Solicitation of Employees

The parties recognize that their respective employees, and such employees' loyalty and services, constitute valuable assets of the other. Accordingly, neither party shall, during the Term and for a period of one (1) year thereafter, directly or indirectly solicit, employ, offer to employ, nor engage as a consultant, any employee or independent consultant of the other party with whom such party had contact pursuant to this Agreement, except that nothing herein shall prevent the hiring of a person who responds to a general advertisement or solicitation. The parties agree that the remedy at law for any breach of the foregoing provisions shall be inadequate and that, in addition to any other remedy it might have, the aggrieved party shall be entitled to injunctive relief without proof of irreparable injury and without posting bond.

Disclaimers; Acknowledgments

While FYD, Inc. has agreed to render the Services in a commercially reasonably manner, it does not guarantee any specific result, and makes no warranties regarding the success of the Services.