Agreement for Client Modifiable Web Services

The following agreement (“Agreement”) and the accompanying order form (“Order Form”) contain the complete terms and conditions that will apply between you (“Client”) and Integrity Management of Florida, LLC. (hereinafter referred to as “Integrity Management”) a Florida Limited Liability Corporation having a business office and address at 8135 S. 15th Street, Lincoln, NE 68512, if all of the following conditions are met: (1) you read and agree to the terms and conditions of the Agreement and indicate your acceptance of the terms and conditions of the Agreement by clicking “I Agree” at the Order Page; (2) you fully and correctly submit all information requested of you in the following Order Form; and (3) you submit proper payment pursuant to Sections 2, 3, and 4, of this Agreement. This Agreement shall become effective on the date (the “Effective Date”) that payment is received and accepted by Integrity Management.
Whereas Integrity Management has developed, owns and markets proprietary internet based web designs, web hosting and limited support services; and
Whereas Client wishes to utilize the internet based web designs, web hosting and limited support services;
Whereas it is the intent of the parties to create a website based upon a framework provided by Integrity Management and content to be added, subtracted or modified by Client.
Now therefore in consideration of the foregoing the parties agree as follows:

1)DEFINITIONS
A. The terms “You”, “Your” or “Client” refer to the Customer purchasing these services from Integrity Management
B. “Integrity Management” refers to Integrity management of Florida, LLC.
C. “Deliverables” means any work designed, created, and/or produced by Integrity Management in connection with this Agreement and as further set forth in the Statement of Work.
D. “Software” means the Integrity Management website software, current release version, including any updates provided by Integrity Management, proprietary materials contained in Integrity Management’s Media Library and Integrity Management’s proprietary technology and source code.
E. “Statement of Work” means the information provided by Client to Integrity Management in responses to the Order Form.
F. “Development Services” means the services described in Paragraphs 8, 9, 10, 11 and 12 of this Agreement.
G. “Client’s Content” means any computer programs, designs, data, video or audio materials, graphics or other materials provided by Client to Integrity Management pursuant to this Agreement. Client’s Content includes, but is not limited to, end user data collected by Client, and information regarding merchandise or services sold by Client through its Web Site.
H. “Custom Work Product” means all designs, discoveries, inventions, products, computer programs, procedures, improvements, developments, drawings, notes, documents, information, and materials made, conceived, or developed by Integrity Management after the Effective Date on behalf of Client in furtherance of the Web Site or other Services provided to Client under the terms of this Agreement, and paid for by Client. Custom Work Product does not include any preexisting software owned by Integrity Management, or any Client Content or any third party software products incorporated into the Custom Work Product.
I. “Generic Modules” means discrete computer program subroutines that are not specific to the functions of the Custom Work Product but are useful generally in Integrity Management’s business and that are designated as “Generic Modules”.
J. “Integrity Management Technology” means any and all existing software, technology, know how, algorithms, procedures, techniques, and solutions associated with the use, design, development, testing, and distribution of the Custom Work Product and improvements to such existing software and related technology, which technology is owned by Integrity Management or its suppliers and used by Integrity Management in the development effort hereunder.
K. “Intellectual Property” means intellectual property or proprietary rights, including but not limited to copyright rights, moral rights, patent rights (including patent applications and disclosures), rights of priority, mask work rights, and trade secret rights, recognized in any country or jurisdiction in the world.
L. “Integrity Management’s Content” means any and all material developed by Integrity Management and made available for use by Client, including any designing of Client’s Web Site, and templates prepared by Integrity Management for use by Client.
M. “Web Site” means Client’s Internet presence, identified by the domain name provided by Client.
2) Set-up Price Client agrees to pay $199.99 as a non-refundable Set-up Fee for the initial creation of the web site.
3)Hosting Fee Client agrees to pay $49.00 a month starting from the time the Client’s website is published and goes live
4) Hosting Client agrees that the website hosting fee is $49/month and this agreement renews on a month to month basis.
5) Payment Method Payment shall be made via Clients valid credit card or automatic withdrawal from Client’s bank account. It is Client’s responsibility to provide Integrity management with current and accurate credit card or bank account information. Client will immediately provide notice to Integrity Management of any changes in Client’s credit card or bank account information. Client shall be responsible for any charges Integrity Management incurs as a result of incorrect or outdated credit card or bank account information or as the result of any payments denied as a result of insufficient funds.
6) Payment Due Payment is due on the first day of each month for the month the website shall be maintained by Integrity Management.
7) Payment Default and Acceleration If, during the first year of this contract the Client is in default of the payments set forth in Paragraph 3 , the total amount of the one year hosting fee $588.00, and the Set-up Price $199.99, less any payments made by Client, can become due and owing immediately, at the option of Integrity Management.
8)Mandatory Integrity Management Link. Client’s web site must have at least one text or image hyperlink to an Integrity Management Website. Integrity Management shall provide Client with either the text or image to be used for the hyperlink. The hyperlink must be standard html and not utilize any Java script.
9) Web Site Development Services. Integrity Management agrees to provide web site development, and related services that substantially comply with the Statement of Work.
10) Testing. Integrity Management will provide Client with a link to the Deliverables. Client shall have 7 days after Integrity Management provides the link to inspect and test the Deliverables to determine if it conforms to the Statement of Work. If the Deliverables fail to materially conform to the specifications in the Statement of Work, Client shall give Integrity Management written notice of the failure describing the defect in the Deliverable with sufficient specificity so as to allow Integrity Management to easily identify and rectify the failure. Such specificity should include specific page, file or URL references and detailed information about the nature of the defect.
11) Time to Cure. Integrity Management shall then have 30 days to remedy such failure or defect and redeliver such Deliverables to Client. Client shall have 7 days after Integrity Management redelivers to inspect and test the Deliverables to determine if it conforms to the Statement of Work. If the Deliverables continue to fail to materially conform to the specifications in the Statement of Work, then: (i) either Party may terminate this Agreement; or (ii) if both Parties agree, Integrity Management will be given an opportunity to cure any defects in accordance with this section.
12) Acceptance. The Deliverables shall be deemed to be accepted (a) upon written notice by Client to Integrity Management of such acceptance or (b) upon expiration of the time period for Client’s inspection without written notice to Integrity Management that the Client believes the Deliverables fail to conform to Specification in the Statement of Work. Client shall not unreasonably withhold or delay acceptance.
13) Grant of License. Upon full payment of all fees set forth in Paragraph 2 and 3 Integrity Management grants to Client a limited, non exclusive, license to use, reproduce, display, and perform, works based upon the Deliverables, and all Intellectual Property rights contained in the Custom Work Product. This license shall only extend while Client is current on all payments identified in Paragraphs 2 and 3, and to the extent necessary for the Client to maintain a Web Site while hosted with Integrity Management.
14) Integrity Management Content Upon payment of any fees charged for the development of Integrity Management’s Content, Integrity Management hereby provides Client with a non-exclusive, royalty-free, irrevocable, non-supported license to use Integrity Management’s Content as part of Client’s Web Site.
15) Ownership of Client’s Content. Client acknowledges and agrees that (a) unless expressly stated elsewhere, Integrity Management has no proprietary, financial, or other interest in Client’s Content; (b) Integrity Management does not, by virtue of offering or hosting Client’s Content, edit, distribute, market, sublicense, publish, or otherwise provide Client’s Content to end users; and (c) Client is solely responsible for the information, data, graphics, text, quality, performance, and all other aspects of its Content. Client warrants that it owns or has the right to use and offer the Content in connection with Client’s Marks in the manner in which such Content is offered and will be offered by Client during the term of this Agreement.
16) Protection of Client’s. Client acknowledges and agrees that Client is solely responsible for ensuring the integrity of its Content. Although Integrity Management may, from time to time, provide data backup services, Client is advised that Integrity Management in no way is responsible for any damages resulting from the loss of Client’s Content, regardless of the reason for such loss. Client is solely responsible for backing up/archiving Client’s Content.
17) Copyright All rights not expressly granted are reserved for proprietary content on Integrity Management 's website and other material, including graphics, text, logos, images, and icons. Except as otherwise required by applicable law, any reproduction, distribution, modification, retransmission, or publication of any copyrighted material is prohibited without the express written consent of the copyright owner, Integrity Management.
18) Integrity Management’s Right to Re-Use Deliverables. Client understands and specifically acknowledges that Integrity Management may, in its sole discretion, use some or all of the Deliverables (excluding Client Content) in the future in commercial development projects for other Clients. Nothing in this Agreement shall be construed to limit Integrity Management’s right to do so or to use any information in non-tangible form retained by Integrity Management as ideas, information and understandings retained in the human memories of its employees, contractors and agents, provided that Integrity Management may only use information of general applicability and not Client’s Confidential Information. This provision shall not be construed to operate to grant Integrity Management any rights under Client’s patents or copyrights.
 19) Client to Cooperate. Client will provide reasonable assistance and cooperation to Integrity Management to acquire, transfer, maintain, perfect, and/or enforce the Intellectual Property rights in the Web Site (excluding Client Content) and Custom Work Product, including, but not limited to, execution of a formal assignment or such other documents as may be reasonably requested by Integrity Management. Client hereby appoints the officers of Integrity Management as Client’s attorneys in fact to execute such documents on Client’s behalf for this purpose.
20) Sublicense Client may not sublicense or resell any of Integrity Management’s Services to any third parties without the prior written permission of Integrity Management. Any attempts to do so would be considered a material breach of this Agreement.
21) Use of Client’s Name and Trademarks Client hereby grants Integrity Management a non-exclusive right and license to use Client’s name and such of Client’s trade names, trademarks, and service marks (collectively, “Client’s Marks”) as are listed on Client’s Content or otherwise provided to Integrity Management in connection with this Agreement (a) on Integrity Management’s own Web Sites, (b) in printed and online advertising, publicity, directories, newsletters, and updates describing Integrity Management’s Services, and, (c) in applications reasonably necessary and ancillary to the foregoing. Client may use Integrity Management’s trade name, trademarks, and service marks (collectively, “Integrity Management’s Marks”) in advertising and publicity in conjunction with the offering of Client’s Content via Integrity Management, provided that Client shall submit copy to Integrity Management for its prior written approval, and provided further that under no circumstances shall such use imply that Integrity Management endorses, sponsors, certifies, approves or is responsible for Client’s Content. Notwithstanding the foregoing, Client need not obtain Integrity Management’s prior written approval where use of Integrity Management’s Marks is limited to inclusion in a list of systems via which Client’s Content is available.
22) Point of Contact Client will designate a single point of contact in the Order Form. Client’s Point of Contact shall have full legal authority to enter into agreements and make binding decisions on Client’s behalf. Client agrees that Integrity Management may rely on representations made by Client’s Point of Contact. Client may change Client’s Point of Contact at any time by giving written notice to Integrity Management pursuant to the Notice provision of this Agreement set forth in Paragraph 23.
23) Notices Any notices or other communication (“Notice”) required or permitted under this agreement shall be in writing and either delivered personally or sent by facsimile, overnight delivery, express mail or certified or registered mail, postage prepaid to Integrity Management, at it’s place of business: Integrity Management, LLC, Suite C, 8135 S. 15th Street, Lincoln, NE 68512. Notice to Client shall be provide to Client’s Point of contact as set forth in Paragraph 22, at the address or facsimile number provided by in the Order Form, by facsimile, overnight delivery, express mail or certified or registered mail, postage prepaid.
24) Client Added Content Integrity Management is not responsible for content or pictures not provided by Integrity Management that may have copyright issues with other companies.
25) Responsibility for Client Added Material If Client adds pages, content or images to Client’s website from other doctor's websites, Client is responsible for those pages, content and images. As the owner of Client’s website, the Client is responsible to review Client’s own site to make sure that any pages added from other sites or sources do not have any copyrighted images. Client will reimburse and hold Integrity Management harmless for any liability, including damages, statutory damages, attorney’s fees and court costs, Integrity Management may incur as a result of any violation of copyright law by Client.
26) Client’s Indemnification Client shall indemnify and hold harmless Integrity Management from and against any and all claims, demands, actions, causes of action, suits, proceedings, losses, damages, costs, and expenses, including reasonable attorneys fees, arising from or relating to Client’s provision, or an end user’s use, of Client’s Content, or any act, error, or omission of Client in connection therewith, including but not limited to matters relating to incorrect, incomplete, or misleading information; libel; invasion of privacy; infringement of a copyright, trade name, trademark, service mark, or other intellectual property or other right; or violation of any applicable law.
27) Service Availability Integrity Management is committed to providing the best service available and invests in contingency resources but does not guarantee up-time and may be subject to natural disasters or other forces beyond our control.
28) Terms of Service/Service Agreement It is Client’s responsibility to comply with our service agreement and terms of service, which Integrity Management may change from time to time. Integrity Management reserves the right to discontinue service without cause at any time should they feel the site is being misused.
29) Updates Additional updates may be purchased at the discounted rate of $75/hour, one hour minimum, billable in on full hour increments. All updates must be sent in a digital format via email.
30) Termination for Non-payment Integrity Management reserves the right to immediately terminate service for non-payment following reasonable efforts, as determined by Integrity Management, to notify subscriber of balance due. Domain names may not be released unless and until all balances are paid in full.
31) Termination Integrity Management reserves the right to otherwise terminate this agreement with 15 days notice to Client.
32) Refunds No refunds will be given to web subscribers prior to web site completion. To obtain a credit, the subscriber must follow the terms and conditions to cancel with the 30 days time period.
33) Limitation of Liability Integrity Management assumes no responsibility with respect to Client's or end user's use of the software or hosting services and shall not be liable for consequential, incidental, and special damages, including but not limited to loss of use, business interruptions, and loss of profits, or incidental, consequential, punitive or exemplary damages, even if Integrity Management is aware of the possibility thereof. Integrity Management shall in no event be liable for more than the total fees actually received by it from the Client for the services during any 12-month period.
34) Governing Law and Jurisdiction: A subscription with Integrity Management, its validity and effect shall be interpreted under, and governed by, the laws of the State of Nebraska and shall be considered to have been made and accepted in Nebraska.
35) Arbitration: A material part of this subscription is our mutual agreement to arbitrate any disputes, except for copyright violations, which will be litigated solely in U.S. federal court. Any and all disputes arising out of, under or in connection with the subscription, including without limitation its validity, interpretation, performance and breach, shall be settled by arbitration in Nebraska, pursuant to the rules of the American Arbitration Association in effect at the time arbitration is demanded. Judgment upon any award rendered may be entered in the highest court of the forum, state or federal, having jurisdiction. This subscription, its validity and effect shall be interpreted under, and governed by, the laws of the State of Nebraska, and Client agrees that the arbitrators shall award all costs of arbitration including legal fees, plus legal interest, to the successful party.
36) Warranties Each party warrants and represents to the other party that it has the complete right to enter into and perform their responsibilities under this agreement.
37) Disclaimer of all other Warranties Integrity Management will provide its websites, and other material with information, advice, text, that is provided for Client’s convenience. Client should be aware that information may contain errors, omissions, inaccuracies, or outdated information, and Integrity Management disclaims any obligation to update such information. Integrity Management makes no representations or warranties as to the completeness, accuracy, adequacy, currency, or reliability of any and shall not be liable for any related damages. Integrity Management does not warrant that the services or deliverables will be provided error free.
38) No endorsement or responsibility for non-Integrity Management Links. Integrity Management makes no representation regarding the content of any other web sites that Client may access from Integrity Management hosted web sites. A link to a non-Integrity Management web site does not mean that Integrity Management endorses or accepts any responsibility for the content or use of such web site. Integrity Management allows its clients to manage its own content for which the client is responsible.
39)No Assignment Without Written Consent .Client may not assign this agreement without the express written consent of Integrity Management. Integrity Management may assign this contract upon 15 days written notice to Client.

Additional Terms of Service

By purchasing this Website you are agreeing to the terms and conditions regarding this sale. The sale of this website is final and non-cancelable unless within 30 days of order. Once production has begun, the setup fee will be non-refundable. The $49 monthly fee will begin when the site goes live or after the first 90 days following the order if no pictures have been sent. Living Well Labs shall retain all ownership rights to all company published materials on your website. To cancel this service within the 30 days or to end service at any time, Integrity Management clients must go through their Integrity Dream Maker for approval of cancellation. Integrity Management clients agree to have their account automatically charged for the initial and monthly service fee with the submission of the Start My Website form.