Terms

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By purchasing Advisor Designs Brochure, Deluxe or Premiere Web Package and other services, the Subscriber in the registration/estimate process will have access to our Intranet applications and other premium services as described in the Terms of Service. Advisor Designs provides services to the Subscriber expressly subject to the Terms of Service, which we may update at any time with or without notice. The Subscriber can review the current version at http://www.advisordesigns.com.

THESE TERMS GIVE THE SUBSCRIBER AND CUSTOM E-ADVISOR PAGES, LLC, DOING BUSINESS AS ADVISOR DESIGNS CERTAIN RIGHTS AND RESPONSIBILITIES. IN THE EVENT OF ANY CHANGE TO THESE TERMS, THE SUBSCRIBERS'S FAILURE TO PROMPTLY DISCONTINUE USE OF THE ADVISOR DESIGNS WEBSITE AND OTHER PREMIUM SERVICES WILL BE DEEMED TO INDICATE ITS ACCEPTANCE OF THESE TERMS AND AGREEMENT TO BE BOUND BY SUCH CHANGES. BY COMPLETING THE REGISTRATION PROCESS OR ESTIMATE FORM AND CLICKING THE "ACCEPT ESTIMATE" LINK, THE SUBSCRIBER AGREES TO:

For good and valuable consideration, the receipt and adequacy of which are hereby acknowledged, the parties agree as follows:

1. Services and Fees. Subscriber hereby retains Advisor Designs to develop and service, as indicated below, a World Wide Web Site (the "Web Site") for Subscriber. Advisor Designs shall perform the following services for Subscriber, and Subscriber shall pay Advisor Designs in consideration therefore the following fees:

   Fees

   It is hereby agreed by and between the Parties that Provider will provide a Web Site for Subscriber, and Subscriber shall pay Provider in consideration therefore the fees set forth above (which is incorporated herein by reference) under the Subscriber's chosen Package:

   1. Brochure Package: 3 Pages Custom Website Design costs and Advanced Options fees plus $600/year subscription.
   2. Deluxe Package: 5 Pages Custom Website Design costs and Advanced Options fees plus $700/year subscription.
   3. Premiere Package: 8 Pages Custom Website Design costs and Advanced Options fees plus $900/year subscription.

   Subscriber further agrees to provide all materials content and decisions required for producing Subscriber Web Site. Subscriber understands that not providing Provider with materials content and decisions required for producing the Subscriber Web Site will not affect the date the License Package fee becomes payable as hereafter provided. Provider agrees that all materials and other information provided by Subscriber to Provider in connection with the development of the Web Site, other than the materials and information that become part of the public portion of the Web Site, are to be kept confidential will not be disclosed to third parties.

   Set up: Advisor Designs agrees that set up includes one (1) custom designed web site, copy is revised for the web and entered into into each web page layout.

   Revisions: Includes 1 design revision, 1 copy revision and 1 revision of copy entry onto web page. Additional design revisions are available for $500 each. Additional copy revisions are available for $75 each. Additional copy layout entry on web pages are available starting at $100 each.

   Annual Subscription: Advisor Designs agrees that the annual fee covers Subscriber Web Site and email hosting and customer service hours as listed hereafter: Web Package includes one-half (½) hour of additional staff time to respond to Subscriber initiated requests for assistance.

2. Incremental Additional Fees. If Subscriber requests services in addition to those set forth in paragraph 1 above, Subscriber shall pay additional hourly fees to Advisor Designs in no less than one half (½) hour incriments as follows:
   • Consultation: $125/hour
   • Design or programming: $125/hour
   • Marketing Promotion: $125/hour
   • Database programming/management: $200/ hour
   • Rush Rate: $225/hour
   • Also see Advanced Options
    
3. Term. The annual fee set forth is for a term of two years. Subscriber or Advisor Designs may terminate the Agreement only on or after the second anniversary of the date of the Agreement and must do so by giving the other party no less than thirty (30) days advance written notice prior to annual term renewal of such intention. After the initial one year term, renewal of this Agreement shall occur annually and be at the price, terms and conditions in effect at that time. Advisor Designs reserves the right, at its option, to discontinue Subscriber's term renewal. Advisor Designs reserves the right, at its option, to deactivate the Subscriber Web Site if any amount due to Advisor Designs is not paid within thirty (30) days of invoicing. Subscriber understands that deactivation of the Web Site does not remove the obligation to pay to Advisor Designs any sums properly due hereunder, whether or not invoiced. Further, deactivation of the Subscriber Web Site by Advisor Designs for failure to pay will not constitute a breach of the agreement or give rise to a cause of action against Advisor Designs for any damages, compensation, loss, costs or expenses howsoever arising.
    
4. Payment. Subscriber shall pay all amounts due on a timely basis. All amounts are non-refundable and due when Subscriber is billed by Advisor Designs. Advisor Designs will assess a one-time $50 late payment fee and monthly late fee compounded every 30 days at 1.5% (or the highest amount permissible by law, whichever is less) of the invoice value. Subscriber will be liable for any fees, including any late fees and finance charges, imposed by or incurred by Advisor Designs with respect to late payments and the collection thereof. Advisor Designs may suspend or terminate any delinquent, unbillable or uncollectable accounts. Charges will continue to accrue until the account is canceled. Advisor Designs may assess a service charge to reinstate a suspended account. Subscriber must bring any billing problems or discrepancies to Advisor Designs' attention within 90 days from the date of the bill or you agree that you waive your right to dispute such problems or discrepancies with Advisor Desings. In particular, Subscriber agrees to the following:
   1. Installment Start up Fee. Subscriber shall pay Web Package Set up Fee and any Add-on Set-up fees shown in paragraph 1 above, not later than ten (10) days following the date of Advisor Designs' Project Estimate, included in this Agreement by its mention here. Upon receipt of this first installment, Advisor Designs shall commence work upon the start date listed in the Project Estimate.
   2. Balance. The Web Package's Annual Service Fee shall be due and payable immediately upon the site being made available on-line for its intended purpose, but in no event shall such payment be delayed beyond fifteen days (15) following the date of this Agreement.
   3. Annual Fee. Subscriber shall pay the Annual Fee shown in paragraph 1 above at least thirty (30) days before the commencement of the following annual term.
   4. Additional Services. Subscriber shall pay for additional services set forth under Paragraph 2 upon the initiation of the project or within thirty (30) days of the invoice date or as may be agreed upon and determined by the parties.
    
5. Performance. Subscriber shall promptly make all site content available to Advisor Designs after the date of this Agreement. Subscriber understands that failure to provide such content and to cooperate in a timely manner in the creation of the site shall not postpone the payment of balance of the Start-up fee or the monthly fees to take effect upon execution of the Agreement. Subscriber understands and acknowledges that Advisor Designs is able to offer its services on a fixed fee basis based on the semi-custom nature of the sites it provides. Excessive change orders and highly customized work my result in higher fees. Advisor Designs shall promptly create the site upon receipt of sufficient content from Subscriber and failure to do so shall be considered a breach of contract.
    
6. Prohibited Uses. Subscriber shall not use, nor permit the use of by any person, the Web Site or any part thereof: (a) to transmit any obscene material, (b) to transmit any material constituting libel, slander or defamation, (c) to transmit any material which invades the rights to privacy of a third party, or (d) to transmit any material which violates the intellectual property rights of a third party.
    
7. Ownership. Any and all Web pages which Advisor Designs designs for Subscriber and any other elements of the Web Site designed, written, created and/or prepared by Advisor Designs, including without limitation, all graphics, design and layout elements, programming code and other material in any way used in the Web Site or its constituent Web pages. Advisor Designs is and shall be the sole and exclusive owner of the copyright of, and all other right, title and interest in and to, the Proprietary Materials, for all purposes and in all media now known or hereafter devised, throughout the universe in perpetuity. To the extent, if any, that ownership of the Proprietary Materials does not automatically vest in Advisor Designs by virtue of this Agreement, Subscriber hereby transfers and assigns to Advisor Designs all right, title and interest of every kind and character in and to the Proprietary Materials, throughout the universe in perpetuity. Advisor Designs shall have the right to make such changes in the Proprietary Materials or to combine the Proprietary Materials, or any portions thereof, with other material, and to make any and all uses of the Proprietary Materials, as it may determine. Subscriber hereby waives so called "moral" rights and similar rights and rental and lending rights (including any rights to equitable remuneration), satellite rights and neighboring rights with respect to the Proprietary Materials.
    
8. Responsibility and Control. Subscriber shall inspect and monitor the Web Site weekly (or more frequently at Subscriber's option) to ensure that no material therein is in violation of paragraph 5 above. Effective upon Subscriber's approval of all Web pages designed for Subscriber, Subscriber shall be solely responsible for the content of the Web Site. In the event that Subscriber alters the Web Site in any way, Subscriber shall, not later than twenty-four (24) hours following such alteration, deliver written notice to Advisor Designs describing the location and nature of such alteration. Subscriber shall be solely responsible for processing and filling any customer orders generated at the Web Site, if any, and for handling any customer inquiries and/or complaints arising therefrom.
    
9. Indemnity. Subscriber hereby agrees to indemnify and hold harmless Advisor Designs, its general partners, officers, directors, employees, agents, assigns and successors in interest (collectively the "Indemnitees") from and against all claims, demands, suits, causes of action, legal or administrative proceedings, actual damages (including but not limited to special and consequential damages), punitive damages, penalties, fines, charges, costs, liens, injuries, losses, debts, liabilities and expenses of every kind whatsoever paid, incurred or suffered by or asserted against, any of the Indemnitees directly or indirectly: (1) attributable to any breach of this Agreement by Subscriber, or (2) concerning product liability or alleging breach of the warranties of merchantability and/or fitness for a particular purpose, and related in any way to any product sold or offered by Subscriber at the Website. To the fullest extent permitted by law, the foregoing indemnitee shall apply regardless of the fault, active or passive negligence or breach of warranty or contract by any of the Indemnitees.
    
10. Default. As used herein, "Default" shall mean any of the following: (i) Subscriber's failure to pay, on or before at least thirty (30) days before the commencement of the following annual term Annual Fees described in paragraph 4 above; (ii) Subscriber's breach of paragraphs 5 and 7 above; (iii) Subscriber's failure to notify Advisor Designs of any alteration to the Web Site within twenty-four (24) hours as required in paragraph 7 above; and/or (iv) any breach by Subscriber of any other provision of this Agreement or of any statute or regulation, where such breach continues for ten (10) days following written notice thereof from Advisor Designs to Subscriber, (v) Subscriber's failure to provide sufficient content to Advisor Designs to create the site, (vi) Advisor Designs' failure to construct the site on a timely basis once content has been received. (vii) Failure by Subscriber to deliver the standard Web-packaged contracted for in paragraphs 1 and 2. In the event of Default by Subscriber, Advisor Designs shall be paid the entire amount due under the terms of the Agreement. In the event of Default by Advisor Designs, Subscriber shall be refunded up to one-half (½) its initial installment fee and any other monies paid within the current term.
     
11. Restriction of Access on Default. Upon any Default, in addition to any and all other remedies available under law to Advisor Designs, Advisor Designs may at its option restrict access by Subscriber and/or the public to all or any part of the Web Site. Following Subscriber's cure of such Default and written assurance to Advisor Designs that such Default will not recur; Advisor Designs shall restore full access to the Web Site.
     
12. Bandwidth Restrictions. Data retrieval from the Web Site shall not exceed one (1) gigabyte per day. In the event that data retrieval from the Web Site exceeds one (1) gigabyte per day for either: (a) four (4) consecutive days, or (b) any six (6) days during any thirty (30) day period, Subscriber shall pay with its next payment of Monthly fees an amount equal to fifty dollars ($50.00) for each day during the prior month on which data retrieval exceeded two (1) gigabyte.
     
13. Nonperformance and Automatic Termination. Should either party default in the performance of this Agreement or materially breach any of its provisions, the non-breaching party may terminate this Agreement by giving written notification to the breaching party (Notice of Termination). Termination shall be effective immediately on receipt of the Notice of Termination, or five (5) days from mailing of the notice, whichever occurs first. For the purposes of this section, material breach of this Agreement shall include but not be limited to the following:
    1. Non-payment. Nonpayment of compensation by Subscriber after forty-five (45) days of written demand for payment.
    2. Failure to Perform. Failure of Advisor Designs to supply Services as set forth in paragraph 1 or paragraph 2.
    3. Automatic Termination. This Agreement terminates automatically on the occurrence of the bankruptcy or insolvency of either party; the sale of the business of either party; or the death of either party.
    4. Penalty. Upon Notice of Termination by Subscriber, the entire contractual sum shall become immediately due and payable.
     
14. Proprietary Information. The written, printed, graphic, or electronically recorded materials furnished by Subscriber for use by Advisor Designs are Proprietary Information and the property of Subscriber. Proprietary Information also includes, but is not limited to, specific customer requirements, customer and potential customer lists, including information concerning Subscriber's employees, agents or divisions, and pricing information. The parties acknowledge that during the course of the engagement, Subscriber will disclose to Advisor Designs information that is integral to its business, including information about its internal procedures, marketing, Subscriber deliverables and services provided to Subscribers, and other information that is valuable to Subscriber.
     
15. Liquidated Damages. In no event shall Advisor Designs be liable for any indirect, incidental, punitive, special or consequential damages, or damages for loss of profits, revenue, or use incurred by Subscriber or any third party, whether in an action in contract, or tort, or otherwise even if advised of the possibility of such damages. The provisions of this agreement allocate the risks between Advisor Designs and the Subscriber. Advisor Designs' pricing reflects this allocation of risk and but for this allocation and limitation of liability, Advisor Designs would not have entered into this agreement.
     
16. Maximum Damages. The parties agree that determining damages under this Agreement by either party may be difficult to ascertain and that resolution of any dispute that might arise under this agreement would be expensive and time consuming. Therefore, the parties agree that the maximum recovery allowed to either party for any claim arising under or in connection with this agreement shall be no more than three times the contracted monthly support rate over the life of the contact.
     
17. Confidentiality. Advisor Designs will maintain in confidence and will not, directly or indirectly, disclose or use, either during or after the term of this Agreement, any Proprietary Information or confidential information or know-how belonging to Subscriber, whether or not it is in written or permanent form, except to the extent necessary to perform the Services. On termination of Advisor Designs' services to the Subscriber, or at the request of Subscriber before termination, Advisor Designs shall deliver to Subscriber all material in Advisor Designs' possession relating to Subscriber's business. The obligations concerning Proprietary Information extend to information belonging to customers and suppliers of Subscriber about whom Advisor Designs may have gained knowledge as a result of performing the Services.
     
18. Intellectual Property. Advisor Designs agrees that all designs, plans, reports, specifications, drawings, schematics, prototypes, models, inventions, and all other information and items made during the course of this Agreement and arising from the Services ("New Developments") shall be and are assigned to Advisor Designs as its sole and exclusive property. Subscriber will provide any assistance to Advisor Designs to protect such rights, including, without limitation, disclosure of all pertinent information and data, the execution of all applications, specifications, oaths, and assignments, and all other instruments and papers which Advisor Designs shall deem necessary to apply for and to assign or convey to Advisor Designs Subscriber, its successors and assigns or nominees, the sole and exclusive right, title and interest in such New Developments.
     
19. Integration. This Agreement constitutes the final, complete, and exclusive statement of the terms of the agreement between the parties pertaining to the agency relationship between Advisor Designs and Subscriber and supersedes all prior and contemporaneous understandings or agreements of the parties. No party has been induced to enter into this Agreement by, nor is any party relying on, any representation or warranty outside those expressly set forth in this Agreement.
     
20. Modifications and Amendments. This Agreement may be supplemented, amended, or modified only by the mutual agreement of the parties. No supplement, amendment, or modification of this Agreement shall be binding unless it is in writing and signed by both parties.
     
21. Severability. If a court or an arbitrator of competent jurisdiction holds any provision of this Agreement to be illegal, unenforceable, or invalid in whole or in part for any reason, the validity and enforceability of the remaining provisions, or portions of them, will not be affected, unless an essential purpose of this Agreement would be defeated by the loss of the illegal, unenforceable, or invalid provision.
     
22. Waivers. No waiver of a breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right, or remedy. No waiver of any breach, failure, right, or remedy shall be deemed a waiver of any other breach, failure, right, or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies.
     
23. Headings. The headings in this Agreement are included for convenience only and shall neither affect the construction or interpretation of any provision in this Agreement nor affect any of the rights or obligations of the parties to this Agreement.
     
24. Governing Law. This Agreement shall be governed by and construed in accordance with the law of the State of Washington. Any action, claim and proceeding brought by either party hereunder shall be commenced exclusively in the federal or state courts located in the State of Washington, and the prevailing party in any such action, claim or proceeding shall be entitled to recover from the other party all court costs, legal fees and expenses incurred by the prevailing party in such action, claim or proceeding.
     
25. Arbitration. In the event the parties are unable to resolve any outstanding disagreement or dispute as provided above, then the parties agree that the outstanding disagreement or dispute will be settled by binding arbitration. The arbitration shall be conducted in accordance with the Rules of Practice & Procedure for Arbitration of Judicial Dispute Resolution ('JDR') in effect when the arbitration begins and shall be conducted by a single arbitrator experienced in the matters at issue and selected by the parties (or, failing agreement as to an arbitrator, then an arbitrator appointed by JDR from its panel). The substantially prevailing party at any such arbitration shall have the right to recover from the other party its reasonable expenses and attorneys' fees incurred at the arbitration and in any effort to have the award enforced. The judgment or award rendered by the arbitrator may be entered in any court having competent jurisdiction in accordance with RCW Chapter 7.04. The arbitration shall be held in Seattle, Washington.