A. Company prepares web files, multi-media, graphic design, layout artwork, design files, pdf ’s and color proofs (“product”) to the Customer’s specifications, and provides those services by E-mail, FTP, DVD, CD-Rom or Shipping to the Customer on a project-by-project basis; and

B. The Customer has final approval on all web elements, multi-media, design work, layout, copy and color proofs prior to release of the final product(s). NOW THEREFORE, in exchange for the receipt of mutual consideration, in hand paid by and between the undersigned, the sufficiency of which is hereby acknowledged, the parties agree as follows:

1. Term. is Agreement shall continue in full force and effect from the date first written above, unless terminated earlier by either party by providing 30 day written notice to the other or upon cessation of projects provided to Company by Customer.

2. Payment. Each project shall be paid promptly by Customer as invoiced by Company, with all payments due upon receipt of invoice. Interest shall be charged for late invoices at the rate of 1.5% per month (18% annual percentage rate). If payment has not been made after 30 days, your bill will be sent to a collection agency.

3. Reproduced Materials. Customer hereby warrants that all multi-media, photos, artwork, logos, texts or other printed materials provided by Customer to Company and reproduced for use are either (1) materials in the public domain not subject to copyright or trademark infringement; or (2) materials that are being reproduced only by permission of the holder of the copyright or trademark, said permission obtained by Customer prior to tender of project to Company for reproduction.

4. Proof Approval. Customer has final proof approval of Company’s services, including checking all material for corrections of verbiage content, color separations, typestyles, layout position, size, pictures and logos. Customer hereby covenants that it will carefully proofread all copy, including but not limited to, checking artwork size and layout design, checking typestyles and color separations, checking photo and logo placement, verbiage content and otherwise checking all pdfs, web files, multi-media files, design files and color proofs prior to release of the final product. Printing or public display of the product for Customer or a third party beneficiary conclusively demonstrates that the Customer approved the proof.

5. No Company Liability After Proof Approval. Company shall have no liability to the Customer or any third party beneficiary for reprints of the product necessitated by corrections in the product, but shall revise and provide corrected pdfs, design files and color proofs upon request. Any typesetting errors by the Company prior to proof approval, such as misspelling words or missing copy, shall be corrected without charge to the Customer. All other revisions shall be subject to an additional charge for customer alterations.

6. Indemnification by Customer. Customer shall indemnify and hold Company harmless against any claims, damages, losses, expenses and liabilities, including but not limited to reasonable attorneys’ fees, that the Company may incur or suffer based upon, related to or arising from any use of any product, including subsequent reprints of any product, to the extent such claim, damage, loss, expense or liability results from the unaltered use by Company of any material furnished by Customer or was caused by Customer’s failure to perform its obligations under Section 3 or 4 herein. And/or including damages, loss, expense or liability caused by third party file usage, such as, web hosting.

7. In the Event of Default. Upon the occurrence of any event of default of this Agreement and at any time thereafter, Company shall have all of the rights and remedies of a secured party against a borrower in default under the Illinois Uniform Commercial Code. A defaulting party to this Agreement shall pay all expenses, reasonable attorneys’ fees and court costs incurred in good faith by the other party in enforcing the terms herein.

8. Amendment. is Agreement may only be amended by written agreement duly executed by the party against whom enforcement of any waiver, change or consent is sought.

9. Governing Law and Venue. It is agreed that this Agreement shall be governed by, construed, and enforced in accordance with the laws of the State of Illinois, with venue for any court action to be in Macon County, Illinois.