The terms of this agreement are as follows:

Ownership and Intellectual Property Rights

Jordan Creative acknowledges that any CLIENT provided data, content, graphics and/or information (“CLIENT” content) is the property of CLIENT.  CLIENT hereby grants to Jordan Creative a worldwide, royalty-free, revocable, non-transferable, non-exclusive license to use the CLIENT content solely for the performance of the Services outlined in the attached proposal.

CLIENT shall, at CLIENT’s sole cost and expense, grant Jordan Creative a worldwide, royalty-free, revocable, non-transferable, non-exclusive license to use any third party technologies required to modify the website in connection with performing the Services.

CLIENT acknowledges that all Jordan Creative pre-existing or independently developed (this does not cover 3^rd party software that we use) technology (excluding CLIENT Content or any technology licensed pursuant to Section 1.2 above) utilized by Jordan Creative to perform the Services (the “Jordan Creative Tool Set”) is the property of Jordan Creative and its licensors. Notwithstanding the foregoing, CLIENT shall have sole and exclusive ownership of any Web pages and other creative design work created by Jordan Creative specifically for CLIENT in connection with the Services performed by Jordan Creative hereunder, except for (a) the Jordan Creative Tool Set; and (b) general-purpose or reusable images, graphics, formats, or other copyright components created or obtained by Jordan Creative for purposes not unique to CLIENT. Jordan Creative agrees to enter into such assignments and certificates of acknowledgment as CLIENT may require in order to give effect to CLIENT ownership rights hereunder. For the avoidance of doubt, and provided CLIENT has met its payment obligations to Jordan Creative any modifications made by Jordan Creative to CLIENT website and the CLIENT Content will be the property of CLIENT.

CLIENT shall defend, indemnify and hold harmless Jordan Creative from any claim or action brought against Jordan Creative arising out of or in connection with CLIENT Content. Jordan Creative shall defend, indemnify and hold harmless CLIENT from any claim or action brought against CLIENT arising out of or in connection with Jordan Creative’s performance of the services set forth in any proposal between Jordan Creative CLIENT, except to the extent such claim or action is due solely to CLIENT content.

Nothing in this Agreement shall preclude Jordan Creative from developing for itself, or for others, materials which are competitive with those produced as a result of the Services provided hereunder and any information which may be retained in the unaided memory of Jordan Creative personnel providing the Services hereunder, but without the use of any of CLIENT Confidential Information (as defined in Section 2 below).

Confidentiality

Each party acknowledges that, in the course of the performance of this Agreement, it may have access to information and communications, including proprietary information claimed to be unique, secret, or confidential, and which constitutes the exclusive property and/or trade secrets of the other party (“Confidential Information”).  Each party agrees to maintain the confidentiality of the Confidential Information and to use the Confidential Information only to the extent necessary for legitimate business uses in connection with this Agreement.  Upon request of either party or on termination or expiration of the Agreement, each party shall return the Confidential Information of the other party then in its possession.  Nothing in this Agreement shall prohibit or limit either party’s use of information which (a) is now, or hereafter becomes, publicly known or available through lawful means; (b) is rightfully in receiving party’s possession without restriction, as evidenced by receiving party’s records; (c) is disclosed to the receiving party without confidential or proprietary restriction by a third party who rightfully possesses and rightfully discloses the information; (d) is independently developed by the receiving party without any breach of this Agreement; (e) is the subject of a written permission to disclose provided by the disclosing party; or (f) is required by law to be disclosed.

Because the unauthorized use, transfer or dissemination of any Confidential Information by the recipient may diminish substantially the value of such materials and may irreparably harm the disclosing party, if the recipient breaches the provisions of this confidentiality agreement, the disclosing party shall, without limiting its other rights or remedies, be entitled to seek equitable relief, including but not limited to injunctive relief.

Warranty and Guarantees

Jordan Creative represents and warrants that its Services will be performed in a professional and workmanlike manner in accordance with this project scope, all applicable professional standards, and the best practices of the industry, and shall re-perform any work not in compliance with this warranty brought to its attention within thirty (30) days after that work is performed.  If Jordan Creative is asked to re-perform any work that is not in breach of this warranty, client agrees to pay Jordan Creative on a time and materials basis at Jordan Creative’s standard rates for time spent on such additional work.

General

In the event that any provision of this Agreement is found unenforceable under applicable law, the remaining provisions of this Agreement shall nonetheless be enforced to the maximum extent permitted by law consistent with the fundamental intent of the parties.

This Agreement constitutes the entire Agreement between the parties with respect to the subject matter hereof and supersedes all prior Agreements between the parties, whether written or oral, relating to the same subject matter. No modification of this Agreement shall be effective unless in writing signed by an officer of Jordan Creative and a duly authorized representative of client.

This Agreement shall be governed by and construed in accordance with the laws of the State of California.

The relationship of Jordan Creative and Client established by this Agreement is solely that of independent contractors. Nothing herein shall be deemed to establish a partnership, joint venture, association, or employment relationship between the parties. Jordan Creative is not to be considered the agent of Client or any third-party provider of goods or services with regard to the performance of their respective contractual or other legal obligations.

Binding Arbitration

The Parties agree that any claim or dispute between them that is related to this agreement, including the validity of this arbitration clause, shall be resolved by binding arbitration by the American Arbitration Association, under the Arbitration Rules then in effect. Any award of the arbitrator(s) may be entered as a judgment in any court of competent jurisdiction. Information may be obtained and claims may be filed at any office of the American Arbitration Association or at Corporate Headquarters, 335 Madison Avenue, Floor 10, New York, NY 10017-4605. Telephone: 212-716-5800, Fax: 212-716-5905, Website: www.adr.org.   This agreement shall be interpreted under the Federal Arbitration Act.  There shall be one arbitrator. If the parties fail to select a mutually agreeable arbitrator within 30 days after the demand for arbitration is mailed, the American Arbitration Association shall select the arbitrator.  Binding arbitration will occur when claim value is in excess of $5,000.00.  In the event the claim is below $5,000, small claims court will be engaged to settle the dispute.