Vonderland Studios Services Agreement

Carefully read the following terms and conditions of this agreement. By accessing and using the design services of Vonderland Studios, you ("Customer") indicate the acceptance of the following terms and conditions and you agree to be bound by them. IF YOU DO NOT AGREE TO BE BOUND BY THIS AGREEMENT, DO NOT ACCESS OR USE VONDERLAND STUDIOS SERVICES or associated services and promptly notify Vonderland Studios in writing.

This agreement constitutes the complete and exclusive statement of the agreement between you and Vonderland Studios with respect to Vonderland Studios design services and SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT, oral or written, and any other communications relating to the subject matter of this agreement.

Now, therefore, in consideration of the mutual covenants set forth herein, Vonderland Studios and Customer agree as follows:

1. Order Acceptance, Payment and Rates

A. All orders are subject to acceptance by Vonderland Studios. An order will be deemed accepted by Vonderland Studios when Vonderland Studios sends written confirmation of the order to Customer.

B. Vonderland Studios shall bill Customer for any applicable set-up fees, monthly fees, design fees and related services as selected by Customer and provided by Vonderland Studios. Vonderland Studios reserves the right to change the amount of, or basis for determining, any fees or charges and institute new fees and charges upon prior notice to Customer. All monthly fees and set-up fees shall be due in advance of the month incurred and all additional charges shall be due at the end of the month in which such charges are incurred. Except as provided in Section 3, the set-up fees are nonrefundable. If payment by Customer's bank is denied, or Customer's check is returned to Vonderland Studios for any reason, or Customer otherwise fails to make any payments owing to Vonderland Studios, Vonderland Studios may, at itÕ discretion, suspend or terminate access to Vonderland Services and/or terminate this Agreement. Customer's right to use Vonderland Services are subject to any limits established by Vonderland or by the Customer's bank. Interest charges of 1% per month (or the highest rate permitted by law if lower than 1% per month) will accrue daily on any unpaid balance, which is more than thirty (30) days overdue. Customer shall be responsible for any and all taxes related to this Agreement.

C. Vonderland Studios Services and Fees are as follows; $150 per hour for Creative Direction, $140 per hour for Art Direction, $130 per hour for Design, $120 per hour for Art Production, $130 per hour for Projecy Management, $150 per hour for Senior Programming, $130 per hour for General Programming, and $120 per hour for Programming Integration. These Services and Fees are subject to change upon prior notice to Customer no less than thirty (30) days in advance of effective date.

2. Vonderland Studios Services

A. During the term of this Agreement, Vonderland Studios shall provide Services to Customer according to an agreement (either written or verbal) accepted by Customer. The specific Services to be provided to Customer shall be established by correspondence between Vonderland Studios and Customer. Such Services shall be deemed incorporated by reference into this Agreement, as if fully set forth herein. Vonderland Studios and Customer shall retain copies of such Services for future reference.

B. At Customer's request, Vonderland Studios will acquire an Internet Domain Name ("Domain Name"), from a Contracted Registrar on behalf of Customer. Customer's request for and/or acceptance of a Domain Name obtained by Vonderland Studios shall in all cases constitute Customer's waiver of any and all claims which Customer may have, or which may later arise, against Vonderland Studios or its third party affiliates, for any and all damages, losses, claims or expenses arising our or related to the acquisition, registration and/or use of the Domain Name. Any cost incurred by Vonderland Studios to obtain and/or maintain the Domain Name on behalf of Customer shall be charged to Customer by Vonderland Studios. Request for and acceptance of a domain name requires Vonderland Studios to supply the domain name to the Contracted Registrar, which in turns supplies the Domain Name to third parties. Vonderland Studios will be the sole billing and technical contact for the Domain Name.

3. Rules and Regulations

From time to time Vonderland Studios may impose reasonable rules and regulations regarding the use of Vonderland Studios Services. Such rules and regulations are called acceptable use policies and are posted on Vonderland web site at http://www.Vonderland.com. All such acceptable use policies are incorporated by reference into this Agreement as is fully set forth herein.

4. License Grant

During the term of this Agreement, Vonderland Studios grants to Customer a non-exclusive, personal, non-transferable license to access and use Vonderland Studios Services. Vonderland Studios may modify Vonderland Studios Services at any time for any reason and may provide modified versions of Vonderland Studios Services to Customer.

5. Intellectual Property Rights

Customer acknowledges and agrees that Vonderland Studios Services constitute confidential and proprietary information of Vonderland Studios and its licensors and embodies trade secrets and intellectual property of Vonderland Studios and its licensors protected under United States copyright and other laws and international treaty provisions. Customer further acknowledges that all right, title, and interest in and to all parts of Vonderland Studios Services, including, without limitation, associated intellectual property rights, are and shall remain with Vonderland Studios and its licensors. Customer shall not, and shall cause its employees and agents not to, disclose or transfer any portion of Vonderland Studios Services to any third party. Customer further agrees not to translate, decompile, reverse engineer, disassemble, modify, reproduce, rent, lease, lend, sublicense, distribute, remarket or otherwise dispose of any portion of Vonderland Studios Services. Customer hereby acknowledges that, if Vonderland Studios at any time or from time to time performs any customizations or modifications to Vonderland Studios Services, all rights and interests to such customizations or modifications shall be the sole property of Vonderland Studios.

6. Term and Termination

This Agreement shall have an initial term of one (1) year and shall thereafter automatically renew for successive one (1) year periods. This Agreement and Customer's access to Vonderland Studios Services shall terminate as follows:

• Types of Termination. This Agreement may be terminated:
  • By either Party on provision of thirty (30) days’ written notice to the other Party.
  • By either Party for a material breach of any provision of this Agreement by the other Party, if the other Party’s material breach is not cured within thirty (30) days of receipt of written notice thereof.
  • By either party on provision of 30 days written notice, if either party is convicted of any crime or offense, fails or refuses to comply with the written policies or reasonable directives, or is guilty of serious misconduct in connection with performance under this Agreement.
• Responsibilities after Termination. Following the termination of this Agreement for any reason, Customer shall promptly pay Vonderland according to the terms of Exhibit A for Services rendered and Additional Maintenance Fees before the effective date of the termination (the "Termination Date"). Vonderland acknowledges and agrees that following payment for Services rendered and Additional Maintenance Fees, no other compensation, of any nature or type, shall be payable hereunder following the termination of this Agreement. Vonderland shall return to Customer, at no cost, all materials and information Customer has provided to Vonderland in connection with this Agreement, including a complete electronic copy of the then-current Website, no later than thirty (30) days after the Termination Date.

Upon any termination in accordance with Section 8(A)(i), Vonderland Studios shall permit Customer forty-eight (48) hours to download or otherwise copy any of Customer's information and data residing on Vonderland Studios facilities prior to removing such information and data from Vonderland Studios facilities. Upon termination by Vonderland Studios under Sections 8(B)(ii), (iii) or (iv), Vonderland Studios may immediately remove all of Customer's data and information from Vonderland Studios facilities and Customer shall have no right to copy or download such data or information, and, in such event, all such information and data, including all copyrighted or copyrightable material therein, shall then become the property of Vonderland Studios. In cases where Customer's account has been cancelled, and Customer is requesting reactivation, Vonderland Studios, at it's option, may reactivate the same account, only if the account had been cancelled less than sixty (60) days prior. After sixty (60) days, Customer will be required to set up a new account.

To cancel Vonderland Studios Services. Customer should send a request via mail to: Vonderland Studios 859 North Hollywood Way #394, Burbank, CA 91505. For assurance of delivery, Vonderland Studios recommends that requests for cancellation are sent via certified mail.

D. Sections 1, 7, 8, 9, 10, 11, 12, 13 and 14 shall survive any termination of this Agreement.

7. Exclusion of Warranties

VONDERLAND STUDIOS PROVIDES VONDERLAND STUDIOS SERVICES ON AN "AS IS" BASIS, AND WITHOUT ANY WARRANTY OF ANY KIND, whether express or implied, including, but without limitation, any implied warranty of merchantability, or fitness for a particular purpose.

While Vonderland Studios makes reasonable efforts to maintain Vonderland Studios Services, many factors are not within Vonderland Studios control. Therefore, Vonderland Studios does not warrant, and is not responsible for (even if caused by the negligence of Vonderland Studios) any loss of data, delays, non-delivery or misdelivery of information, lack of access, slows response time, or service interruptions or errors. Loss, delay or non-delivery of data can be due to but not limited to Vonderland Studios own negligence, viruses or other third parties. Customer's data is defined as any data held by Vonderland Studios and includes account information, web hosting data, email and domain name services. This disclaimer and waiver shall apply equally to any and all third party providers. Vonderland Studios provides no warranty to customer regarding the accuracy of usage statistics, which Vonderland Studios may provide in its discretion. Further, no advice or information given by a Vonderland Studios representative shall create a warranty or serve as an amendment to this agreement.

Vonderland Studios has the right to change prices, or add or delete product features of any existing product or service. The right to change products or services extends to any software supporting a product or service. Vonderland Studios reserves the right to change prices or material features at any time upon 30 days prior notice. Vonderland Studios reserves the right to institute new fees or new material features at any time upon 30 days prior notice. Vonderland Studios has the right to discontinue products or services and the right to remove or reassign IP addresses of a customer's web site. Vonderland Studios also has the right to deactivate a customer's service with a thirty (30) day notice. Except for certain products and services specifically identified as being offered by Vonderland Studios, Vonderland Studios does not control any materials, information, products, or services on the Internet. The Internet contains unedited materials, some of which are sexually explicit or may be offensive to you. Vonderland Studios has no control over and accepts no responsibility for such materials. You assume full responsibility and risk for use of the services and the Internet and are solely responsible for evaluating the accuracy, completeness, and usefulness of all services, products, and other information, and the quality and merchantability of all merchandise provided through the service or the Internet.

8. Limitation of Liability and Damages

THE TOTAL AGGREGATE LIABILITY OF VONDERLAND STUDIOS TO CUSTOMER SHALL BE LIMITED TO THE AMOUNT PAID TO VONDERLAND STUDIOS BY CUSTOMER HEREUNDER DURING THE THREE MONTHS IMMEDIATELY PRECEDING A CLAIM IN WHICH VONDERLAND STUDIOS IS LIABLE TO CUSTOMER. IN NO EVENT SHALL VONDERLAND STUDIOS BE LIABLE FOR ANY INDIRECT, SPECIAL, EXEMPLARY, PUNITIVE, INCIDENTAL OR CONSEQUENTIAL DAMAGES, LOSS OF PROFITS OR LOSS OF BUSINESS, REGARDLESS OF WHETHER SUCH DAMAGES ARE BASED UPON BREACH OF CONTRACT, TORT, OR OTHERWISE AND WHETHER OR NOT VONDERLAND STUDIOS HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

9. Confidentiality

Customer acknowledges that by reason of its relationship with Vonderland Studios, it may have access to certain information and materials relating to Vonderland Studios business, customers, software technology and marketing which Vonderland Studios treats as confidential (collectively "Confidential Information"). Customer shall: (i) hold in confidence, and not disclose or reveal to any person or entity, any Confidential Information without the clear and express prior written consent of a duly authorized representative of Vonderland; and (ii) not use or disclose any of the Confidential Information for any purpose at any time, other than for the limited purpose of performance under this Agreement. These obligations shall continue indefinitely for so long as the Confidential Information is a trade secret under applicable law and shall continue for two (2) years following termination of this Agreement with respect to Confidential Information, which does not rise to the level of a trade secret.

10. Indemnification

Customer shall indemnify and hold Vonderland Studios harmless against all third party claims, demands, suits, actions, judgments, losses, costs, damages (direct, indirect and consequential), attorney's fees and expenses that Company may sustain or incur by reason of any breach or alleged breach of any term or condition of this Agreement (including reasonable attorney's fees) and for any act or omission of Customer or its clients which are in any way related to Vonderland Service.

11. Export Control

Customer agrees not to export or re-export any portion of Vonderland Studios Service outside of the United States. Customer further agrees to comply with all United States and other applicable laws, rules and regulations relating to the export, re-export or transshipment of Vonderland Services.

12. Force Majeure

Either party shall be excused from any delay or failure in performance hereunder caused by reason of any occurrence or contingency beyond its reasonable control, including but not limited to, acts of God, earthquake, labor disputes and strikes, riots, war, and governmental requirements. The obligations and rights of the party so excused shall be extended on a day-to-day basis for the period of time equal to that of the underlying cause of the delay.

13. Miscellaneous

Customer may not assign its rights or delegate any of its duties under this Agreement without our prior written consent of Vonderland Studios, and any attempted assignment or delegation without such consent shall be void. If one or more provisions of this Agreement shall be held to be invalid, illegal, or unenforceable, the validity, legality and enforceability of the remaining provisions shall not be affected or impaired thereby. Nothing in this Agreement or in the understanding of the parties construes upon the parties the status of partners or joint ventures. Vonderland may subcontract any work, obligations or other performance required of Vonderland under this Agreement without consent of Customer. Other than the termination of this agreement, all notices provided hereunder sent by email, mail or certified mail to Vonderland, will be effective upon transmission. Vonderland Studios has the right to amend the Agreement from time to time, and will do so by posting the new Agreement on the Vonderland Studios web site under the Terms and Conditions at the Policies and Agreements page. The Agreement shall be governed by the laws of California, without giving effect to applicable conflict of laws provisions. The federal and state courts located in Los Angeles, California alone have jurisdiction over all disputes arising out of or related to this Agreement and the Services. You consent to the personal jurisdiction of such courts sitting in California with respect to such matters or otherwise between you and Vonderland, and waive your rights to removal or consent to removal. In the event any litigation or other proceeding is brought by either Party in connection with this Agreement, the prevailing Party in such litigation or other proceeding shall be entitled to recover from the other Party all costs, attorneys' fees and other expenses incurred by such prevailing Party in such litigation.

14. California Consumer Protection

Under California Civil Code Section 1789.3, California subscribers are entitled to the following specific consumer rights information: the complaint Assistance Unit of the Division of Consumer Services of the Department of Consumer Affairs may be contacted in writing at 1020 N. Street, #501, Sacramento, CA 95814 or by telephone at 1-916-445-1254.

EXHIBIT A
DUTIES, COMPENSATION, AND SERVICES

1. SERVICES

In exchange for the Services Fee, as defined in Section 2 below, Vonderland will provide the following services:

• Monitor the overall performance of the Website for functionality on a daily basis, provided, however, that this obligation shall not exceed more than the total hours per month as defined.
• Perform any corrective maintenance services or repairs reasonably necessary to maintain the operation of the Website on the Web, including, but not limited to: repairing scripting languages, basic html, broken links or images that are hardcoded, web browser compatibility on current and future versions of Chrome, Explorer, Firefox, and Safari, bug fixes, database errors, and all malfunctioning code and website components. All routine corrective maintenance must be scheduled between the hours of 8AM to 5PM on normal business days in order to minimize disruption of the Website during peak times (the “Maintenance Time”). If any extra maintenance is required outside of the Maintenance Time, Vonderland will obtain the prior consent of Customer and give Customer at least 24 hours advance notice.
• As directed by Customer pursuant to a Company Maintenance Request, revise, edit, add, remove, or otherwise update the Website’s functionality and hard-coded content, including, but not limited to, text, images, and links in order to keep the Website up to date. Absent obtaining the prior consent of Customer, updates to the Website must be made no later than 3 days from the date such Company Maintenance Request is received; provided, however, that any Company Maintenance Request submitted by Customer after 5 p.m. PST or on Saturday, Sunday, or normal holidays will be deemed received on the next business day. If the work to be performed under any Company Maintenance Request cannot be performed within Customer’s Maintenance Time, Vonderland will obtain the prior consent of Customer and give Customer at least 72 hours’ advance notice.
• Procure any equipment, products, or third-party services required to maintain, repair, and update the Website. Customer will reimburse Vonderland for its actual out-of-pocket cost, for the purchase of such equipment, products, or third-party services as detailed in Section 5 below; provided, however, that Vonderland will obtain the prior consent of Customer for any purchase to be made by Vonderland and, provided, further, that Customer will not be obligated to reimburse Vonderland for any portion of services purchased by Vonderland that extend beyond the termination or expiration of this Agreement.
• Maintain a current back-up copy of the Website in a commercially reasonable manner and archive any files submitted by Customer in secure locations suitable for such materials.
• Maintain compatibility with other websites as may be designated by Customer from time to time, including, but not limited to www.google.com.
• Provide technical support relating to the Website’s operation and maintenance.
• Provide the following reports on a monthly basis: Monthly Website Service Report, and such other reports as may be reasonably requested by Customer.

2. COMPENSATION

As compensation for the Services, Customer agrees to pay Vonderland for all Services rendered at a Rates as defined in Section 1C.

3. PAYMENT SCHEDULE

Vonderland will invoice Customer the Services Fee on a monthly basis. Invoices will be paid within seven (7) days of receipt.

4. ADDITIONAL SERVICES FEES

Additional maintenance work requested or authorized by Customer that falls outside the scope of the Services will be billed to Customer at a rates as defined in Section 1A.

5. REIMBURSEMENT

Vonderland will invoice Customer for any reimbursements of actual out-of-pocket costs permitted under Section 1 of this Exhibit A on a monthly basis. Invoices for reimbursement will be paid within seven (7) days of receipt; provided, however, that approval for all such costs has been granted by Customer. Customer will own any equipment or products for which Customer provides reimbursement to Vonderland.

6. REFUND AND COMPENSATION FOR EARLY TERMINATION

Vonderland agrees to refund Customer for payment of Services (as defined in Exhibit A) that have yet to be fulfilled by Vonderland as of either the date of Termination or on a mutually agreed upon date.

Customer agrees to compensate Vonderland for Services (as defined in Exhibit A) authorized by Customer and fulfilled by Vonderland as of either the date of Termination or on a mutually agreed upon date.