SERVICE AGREEMENT

This Service Agreement is made effective by and between the client, herein collectively, “The Client” and Global Solutions IT, Inc. herein collectively, “Provider”.

1.DESCRIPTION OF SERVICES.
Upon receipt of the first payment, “Provider” will provide to “The Client” the following services on a subscription plans described on this document “Terms and Conditions”

Website Hosting & Maintenance
Your website will be developed on a staging platform on our WPEngine Server. We will be using the WP Engine Hosting platform. Once the site is approved we will migrate the website to “The Client”‘s WPEngine account.

See the Website Hosting Agreement here

What you get from WP Engine:
• Amazon AWS, Azure, IBM, Google Cloud or Digital Ocean
• 15 GB of bandwidth out aggregated across all AWS services
• Proprietary Caching System for increased loading speeds
• 24 Hour complete back up of your website.
• If your site gets hacked WPEngine promises to restore it
• 24/7 Chat Customer Support with a real WordPress Expert

Logo Design, Specialty Fonts, and Colors
“Provider” will offer to create a logo if “The Client” does not have one. If “The Client” does not approve the logo designed by “Provider”, then it is the sole responsibility of “The Client” to have one made for the website.If “The Client” request a specialty font, “The Client” must provide the name of the font and must purchase it.“The Client” must provide the desired colors for the website.

Email Set up, Domain Names & Forwarding
“Provider” is responsible and will set up an email associated with the domain name. In case “The Client” already has the domain, “Provider” will ask if the client want to migrate to our server.

Service After Completion of  Website to “The Client”
Any additional requests for service made by “The Client” for work to be done on the site after it is ready to by launched and live, herein collectively “Launched and Live”, shall be submitted as a ticket, herein collectively “Ticket” and subject to a service charge of $75 per build hour.
Prior to the site being “Launched and Live”, “The Client” will be allowed to make a one-time submission for requests for changes to the website. Any and all changes will be made at the sole discretion of “The Web Designer”.

Once “The Web Designer” has completed the website and all change requests by “The Client” are made by “The Web Designer”, the site MUST be “Launched and Live”. No website will be allowed to remain unlaunched on our server for more that 30 days after completion and change request are made and completed by “The Web Designer”. After 30 days, the website will be automatically “Launched and Live”.

Page and Page Content
“The Client” must provide “The Web Designer” any and all desired content, including images, hyperlinks and branded items specific to the pages, prior to the website being “Launched and Live”. If “The Client” does not submit any specific content, “The Web Designer” will add standard content in order to build the page(s).

Additional Requests Outside the Description of Services
In the event “The Client” request any additional features be added, integrated or incorporated to the website not included in the Starter or Pro packages, “The Web Designer” will make every effort to accommodate “The Client” request. “The Web Designer” does reserve the right not to honor any or all of the requests to add, integrate or incorporate “The Clients” requests including but not limited to:

Customer Relationship Management (CRM) integration
Plugins
Design Elements not offered in our Starter or Pro packages
3rd party products
Brokerage specific or proprietary products

Period plans
The customer is committed to fulfilling any plans acquired for a minimum period of 12 months from the date of acceptance of this document.

2. PAYMENT
Payment shall be made in full to “The Web Designer” prior to any “Services” being performed as described in this Contract.

3. REFUND POLICY
“The Client” shall have 24 hours from receipt of payment to request a full refund. “Services” are calculated at an hourly rate of $75 per build hour. Estimated work time to complete the services included website are calculated at 10 build hours for the Starter Package and 20 build hours for the Pro Package.

4. DELIVERY
Delivery of your website will be in 3 weeks from the approval date. Should “The Client” request a refund while the website is being built, “The Web Designers” will subtract the amount of build hours already worked on the website up to the point of request for refund. The build hour rate is calculated at $75.00 per build hour. The remainder of the payment, if any, will be made available to “The Client” within 72 hours of request for refund. No refund will be honored after the site is “Launched and Live” to “The Client”.

5. ENTIRE AGREEMENT
This contract contains the entire agreement of the parties, and there are no other promises or conditions in the other agreement whether oral or written concerning the subject matter of this Contract. This Contract supersedes any prior written or oral agreement between the parties.

6. ARTICLE

GOVERNING LAW; SUBMISSION TO JURISDICTION; WAIVER OF JURY TRIAL.

(a) This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would result in the application of any Law other than the Laws of the State of Florida.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA IN EACH CASE LOCATED IN THE CITY OF ORLANDO AND COUNTY OF ORANGE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE

EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c)

 

7. ARTICLE – TERMINATION

This Agreement may be terminated at any time prior to the Completion of the Software:

  1. (a)  by the mutual written consent of Developer and Buyer;
  2. (b)  by Developer, by written notice to Buyer if there has been a material

breach, including but not limited to failure to make payment in a timely manner; or

(c) by Buyer, if Buyer is not then in material breach of any provision of this Agreement, by written notice to Developer if there has been a material breach, inaccuracy in or failure to perform any representation, warranty, covenant or agreement made by Developer pursuant to this Agreement that would give rise to the failure of any of the conditions specified herein and such breach, inaccuracy or failure cannot be cured by Developer within a commercially reasonable time; or

(d) by Developer or Buyer in the event that:

(i) any Law makes consummation of the transactions contemplated by this Agreement illegal or otherwise prohibited; or

(ii) any Governmental Authority shall have issued a Governmental Order restraining or enjoining the transactions contemplated by this Agreement, and such Governmental Order shall have become final and non-appealable

Effect of Termination. In the event of the termination of this Agreement in accordance with this Article, this Agreement shall forthwith become void and there shall be no liability on the part of any party hereto except:

  1. (e)  as set forth herein; and
  2. (f)  that nothing herein shall relieve any party hereto from liability for any

intentional breach of any provision hereof

(g) Return of Property: Upon the termination of this Agreement, Buyer agrees to deliver promptly to Developer all printed, electronic, audio-visual, and other tangible manifestations of the Work Product, including all originals and copies thereof.

IN WITNESS WHEREOF the parties hereto have executed this Agreement under their respective corporate seals and by the hands of their proper officers hereunto duly authorized.

 

MISCELLANEOUS

(a) Entire Agreement. This Agreement and the other Transaction Documents constitute the sole and entire agreement of the parties to this Agreement with respect to the subject matter contained herein and therein, and supersede all prior and contemporaneous representations, warranties, understandings and agreements, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements in the body of this Agreement and those in the other Transaction Documents, the Exhibits and Schedules (other than an exception expressly set forth as such in the Schedules), the statements in the body of this Agreement will control.

(b) Amendment and Modification; Waiver. This Agreement may only be amended, modified or supplemented by an agreement in writing signed by each party hereto. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. No waiver by any party shall operate or be construed as a waiver in respect of any failure, breach or default not expressly identified by such written waiver, whether of a similar or different character, and whether occurring before or after that waiver. No failure to exercise, or delay in exercising, any right, remedy, power or privilege arising from this Agreement shall operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power or privilege. In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.

(c) Successors and Assigns. This Agreement shall be binding upon and shall inure to the benefit of the parties hereto and their respective successors and permitted assigns. Neither party may assign its rights or obligations hereunder without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No assignment shall relieve the assigning party of any of its obligations hereunder.

(d) Severability. If any term or provision of this Agreement is invalid, illegal or unenforceable in any jurisdiction, such invalidity, illegality or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible.

(e) Intellectual Property. The Parties acknowledge and agree that after both parties have fully fulfilled their agreements herein, the Client will hold all intellectual property rights in the Software including, but not limited to, copyright and trademark rights. The Developer agrees not to claim any such ownership in the Software’s intellectual property at any time prior to or after the completion and delivery of the Software to the Client.

(f) Pre-existing Intellectual Property. Notwithstanding any provision of this Agreement to the contrary, any routines, methodologies, processes, libraries, tools or technologies created, adapted or used by Developer in its business generally, including all associated intellectual property rights (collectively, the “Development Tools”), shall be and remain the sole property of Developer, and Buyer shall have no interest in or claim to the Development Tools, except as necessary to exercise its rights in the Products. In addition, notwithstanding any provision of this Agreement to the contrary, Developer shall be free to use any ideas, concepts, or know-how developed or acquired by Developer during the performance of this Agreement to the extent obtained and retained by Developers personnel as impression and general learning. Subject to and limited by Buyers intellectual property rights described herein, nothing in this Agreement shall be construed to preclude Developer from using the Development Tools for use with third parties for the benefit of Developer.

(g) Support and Maintenance. Any support and maintenance services, updates, versions, or new releases shall be contracted under a separate agreement between Isotope11 and Client. Maintenance and support rights or obligations for any third party products or equipment that are used in the Product and are available through the respective vendor(s)/manufacture(s) of such content and equipment shall be assigned by Developer to Buyer. Developer shall not use any intellectual property of any third-party in the

Product without Buyers written consent
(h) Third Party Disclaimer: Developer makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software equipment, or hardware obtained from third parties.

(i) CONFIDENTIALITY: The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Developer and Buyer acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect.
Governing Law; Submission to Jurisdiction; Waiver of Jury Trial.

(a) This Agreement shall be governed by and construed in accordance with the internal Laws of the State of Florida without giving effect to any choice or conflict of law provision or rule (whether of the State of Florida or any other jurisdiction) that would result in the application of any Law other than the Laws of the State of Florida.

(b) ANY LEGAL SUIT, ACTION OR PROCEEDING ARISING OUT OF OR BASED UPON THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY MAY BE INSTITUTED IN THE FEDERAL COURTS OF THE UNITED STATES OF AMERICA OR THE COURTS OF THE STATE OF FLORIDA IN EACH CASE LOCATED IN THE CITY OF ORLANDO AND COUNTY OF ORANGE, AND EACH PARTY IRREVOCABLY SUBMITS TO THE EXCLUSIVE JURISDICTION OF SUCH COURTS IN ANY SUCH SUIT, ACTION OR PROCEEDING. SERVICE OF PROCESS, SUMMONS, NOTICE OR OTHER DOCUMENT BY MAIL TO SUCH PARTY’S ADDRESS SET FORTH HEREIN SHALL BE EFFECTIVE SERVICE OF PROCESS FOR ANY SUIT, ACTION OR OTHER PROCEEDING BROUGHT IN ANY SUCH COURT. THE PARTIES IRREVOCABLY AND UNCONDITIONALLY WAIVE ANY OBJECTION TO THE LAYING OF VENUE OF ANY SUIT, ACTION OR ANY PROCEEDING IN SUCH COURTS AND IRREVOCABLY WAIVE AND AGREE NOT TO PLEAD OR CLAIM IN ANY SUCH COURT THAT ANY SUCH SUIT, ACTION OR PROCEEDING BROUGHT IN ANY SUCH COURT HAS BEEN BROUGHT IN AN INCONVENIENT FORUM.

(c) EACH PARTY ACKNOWLEDGES AND AGREES THAT ANY CONTROVERSY WHICH MAY ARISE UNDER THIS AGREEMENT OR THE OTHER TRANSACTION DOCUMENTS IS LIKELY TO INVOLVE COMPLICATED AND DIFFICULT ISSUES AND, THEREFORE, EACH SUCH PARTY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT, THE OTHER TRANSACTION DOCUMENTS OR THE TRANSACTIONS CONTEMPLATED HEREBY OR THEREBY. EACH PARTY TO THIS AGREEMENT CERTIFIES AND ACKNOWLEDGES THAT (A) NO REPRESENTATIVE OF ANY OTHER PARTY HAS REPRESENTED, EXPRESSLY OR OTHERWISE, THAT SUCH OTHER PARTY WOULD NOT SEEK TO ENFORCE THE FOREGOING WAIVER IN THE EVENT OF A LEGAL ACTION, (B) SUCH PARTY HAS CONSIDERED THE IMPLICATIONS OF THIS WAIVER, (C) SUCH PARTY MAKES THIS WAIVER VOLUNTARILY, AND (D) SUCH PARTY HAS BEEN INDUCED TO ENTER INTO THIS AGREEMENT BY, AMONG OTHER THINGS, THE MUTUAL WAIVERS AND CERTIFICATIONS IN THIS SECTION 10.10(c)