1. Engagement of and Payment to Steam Powered Marketing. Client hereby agrees to engage and pay Steam Powered Marketing for the services to be provided as set in the proposal above. All payment shall be due and payable within 10 days of the date of Steam Powered Marketing’s invoice. Past due payments shall bear interest at the rate of 1.5% per month from the due date.

  2. Property Rights. Upon final payment of the Services, ownership of the completed assembled website including website design, graphics, text, and the HTML source code, shall be transferred to Client. Rights to stock photographs, other source codes and computer programs are specifically not transferred to Client and remain the property of their respective owners.

  3. Warranties and Representations. Client acknowledges and agrees that Steam Powered Marketing has no control of changing external economic and social factors that can affect Client’s business, and that any of the services and products that Steam Powered Marketing provides cannot and will not guarantee that Client’s sales, revenue, income, or business activity will increase. Client further acknowledges and agrees that Steam Powered Marketing has made no representations or guarantees that any Services provided by Steam Powered Marketing will improve Client’s ranking or placement on any internet search engine.

  4. Start and Completion of Services. Client acknowledges that Steam Powered Marketing’s start and completion of the Services are dependent upon Client providing materials including but not limited to text, images, videos, and any special input and instructions regarding said content, (collectively, “Content”), including timely approvals from Client. Client agrees to provide Steam Powered Marketing with all Content needed to complete the Services within seven (7) days of any request from Steam Powered Marketing. Any delay by Client will affect the completion of the Services. In the event that Client does not timely provide Steam Powered Marketing with the requested Content, Client agrees that Steam Powered Marketing may use filler content of Steam Powered Marketing’s choosing to complete the Services. In the event of any such delay by Client, Client agrees to be responsible for Steam Powered Marketing’s fees and any additional costs incurred for any additional work required to be done by Steam Powered Marketing. All additional work necessitated by Client’s delay shall be billed at the rate of $120 per hour. Client acknowledges that Steam Powered Marketing is not responsible and agrees to hold Steam Powered Marketing harmless for any delays or damages resulting from Client’s failure to make such submissions in a timely manner.

  5. Meetings and Approvals. Client agrees to meet with Steam Powered Marketing as required by Steam Powered Marketing until the project is completed. Milestone approvals and sign-offs must be responded to within dates specified by Steam Powered Marketing. A non-response by Client to a requested approval or sign-off shall constitute that milestone or sign- off is approved by Client.

  6. Changes/Additions to Agreed-upon Services. In the event Client wishes to make changes to any work by Steam Powered Marketing that has already been approved and accepted by Client including, but not limited to, design, graphics, text, layout of a site, SEO or campaign strategy, or, if in the opinion of Steam Powered Marketing, any item of work requested by Client is not within the scope of the proposal, Clients agrees to pay Steam Powered Marketing at the hourly rate of $120 per hour in addition to any costs incurred by Steam Powered Marketing.

  7. Electronic Commerce. Client understands and acknowledges that from time to time, that State, Federal, and local laws and regulations may change, to include taxes, assessments, tariffs and levies which pertain to internet electric commerce. Client agrees that Client is solely responsible for compliance with any and all laws and regulations and is responsible for all taxes, assessments, tariffs, and levies.

  8. Assignment of Project. Steam Powered Marketing reserves the right to assign subcontractors to this project. At the sole discretion of Steam Powered Marketing work produced by subcontractors may be protected under signed confidentiality agreements and shall remain the property of Steam Powered Marketing.

  9. Conditions Affecting Performance. Certain conditions beyond the control of Steam Powered Marketing may affect Steam Powered Marketing’s ability to perform obligations provided for under this Agreement. These conditions may include, but are not limited to, labor shortages, internet outages, change in supported technologies, Acts of God or circumstances or causes beyond the control of Steam Powered Marketing. Steam Powered Marketing shall not be liable for and Client agrees to hold Steam Powered Marketing harmless for any delays, cancellations, or terminations that result in damages of any kind to Client as the result of any such conditions or circumstances.

  10. Use of Clients Materials. Should Steam Powered Marketing, upon Client’s written request, verbal instruction or delivery of materials, utilize Client’s materials which may include, but are not limited to, photographs, text, software, code, copyrighted material and/or materials that may be owned by third parties (“Client’s Materials”), Client acknowledges and agrees that neither Steam Powered Marketing nor its employees, agents or anyone acting on its behalf have made any representation to Client regarding Client’s entitlement to use Client’s Materials. Client acknowledges and agrees that Client has relied on its own investigation to establish whether Client is entitled to use Client’s Materials. Client agrees to defend, indemnify and hold Steam Powered Marketing, its employees, agents or anyone acting on its behalf harmless from any and all claims of any kind including, but not limited to, all lawsuits for damages, royalties, penalties, interest, legal fees, expert fees and court costs of any kind (“Claims”) arising out of, related to, or alleged to arise out of or relate to any use of Client’s Materials unless such Claims are due to Steam Powered Marketing’s gross negligence or intentional misconduct.

  11. No Hire of Employees/Subcontractors. Client agrees that Client shall not solicit in an attempt to hire, hire or contract directly with any employee employed by Steam Powered Marketing nor any independent contractor who provides service for Steam Powered Marketing for the same or similar services provided by Steam Powered Marketing.

  12. Final Product Testing. Client agrees that Client shall test the functionality of any website created by Steam Powered Marketing to ensure that it is working pursuant to the Client’s needs before it is used for Client’s business or other related purposes. If Client discovers that any website is not functioning properly, Client shall immediately notify Steam Powered Marketing in writing. Client agrees that if Client fails to test the functionality of any website and suffers damages as a result, Client shall hold Steam Powered Marketing harmless from any and all damages of any kind suffered by Client.

  13. Cancellation. By Entering into this agreement Client agrees to pay the monthly investment for the term length of the agreement. Upon completion of the term, the plan will automatically renew on a month-to-month basis. You may cancel your plan at any time with 30 days advance notice. Cancellation prior to meeting minimum term (6 months) will require a 50% payment of the contract balance. Client must keep a valid credit card on file at all times and authorizes Steam Powered Marketing to bill this credit card.

  14. Limitation of Liability. In any event, the maximum liability incurred by Steam Powered Marketing under this contract is limited to the total monies paid under the contract.

  15. Attorney’s Fees, Costs, Venue and Governing Law. In the event any dispute arising between the Parties results in the filing of a lawsuit, the prevailing party, as determined by a Court of competent jurisdiction, shall be entitled to an award of its reasonable attorney’s fees and taxable costs. Venue for all disputes related to or arising out of this Agreement is proper only in Harris County, Texas. This Agreement shall be governed by the laws of the State of Texas.

  16. Mediation. Before any lawsuit is filed, the Parties to this Agreement must engage in a total of four (4) hours of mediation unless the Parties agree in writing otherwise. If the Parties cannot agree upon the mediator, then each Party will select one mediator and those mediators shall agree upon one mediator to preside over the matter. The presiding mediator’s fees shall be split equally between the Parties.

  17. Invalid Provisions. If any provision of this Agreement is held to be illegal, invalid or unenforceable, such provisions shall be fully severable.