1. Definitions.

For the purposes of this Agreement:
1.1.
"SDSol,” “CustomStoresOnline,” "Us," "We," and "Our" collectively refer to SDSol Technologies, LLC, a limited liability corporation located at 9745 Southwest 72nd Street, Suite 104, Miami, FL, U.S.A. and its assigns and successors in interest.
1.2.
“Customer,” “Client”, "You", and "Your" means you or any other person or entity, which has an ownership or other beneficial interest in you, or any other entity in which you have an ownership or other beneficial interest.
1.3.
"Technical Support" refers to those communications from us to you addressing questions or issues relating to technical matters involving software or services provided by us to you.
1.4.
"Payment Account" refers to the credit card or Pay Pal account provided by You upon registration to pay for Your Services. SDSol Technologies, LLC may add, delete, or modify the methods by which customers can pay for the SDSol Technologies, LLC Services at any time without prior notice, in its sole discretion. Payments processed by Pay Pal are subject to Pay Pal's terms and conditions of service, and SDSol Technologies, LLC makes no representations or warranties with respect to those services.
1.5.
“Services” or “Your Services” refers to the specific SDSol Technologies, LLC, services for which you have contracted us, subject to any limitations and specifications we have given, effective as of the date of initial payment for services, established by the date of receipt of such payment. Your Services also applies to the fees for those services.
1.6.
“Write Permission” means the permission to modify a file or directory. This includes the permission to modify entries in the cgi-bin directory and any other directories, programs, administrative panels or accounts which need to be accessed or modified for completion of the Project. The creation of files, deletion of files, and renaming of files are all included in this permission.
1.7.
“Project” refers to the expressed or implied work that the client is requesting. The term includes any and all planning, work, and communication necessary to complete such work.

2. Descriptions.

2.1 Authorization.
The above-named Client is engaging SDSol as an independent contractor for the Project of developing and/or improving an application or a World Wide website to be installed on the client's web space on a web hosting service's computer. The client hereby authorizes SDSol to access necessary accounts and authorizes the web hosting service to provide SDSol with Write Permission for the client's webpage directory, cgi-bin directory, and any other directories or programs which need to be accessed for this project. The client also authorizes SDSOL to publicize their completed website to Web search engines, as well as other Web directories and indexes.

2.2 Website Packages.
The content of the webpages will be supplied by the client and executed as specified by the client in the first "Website Planning Worksheet" submitted by the client. If the client desires additional standard webpages beyond the original number of pages specified above, the client agrees to pay SDSOL Technologies an additional $100 for each additional webpage. Graphics or photos beyond the allowed average of 1.3 per webpage shall be billed at an additional $20 each. Where custom graphic work is requested, it will be billed at the hourly rate specified below.

2.3. Maintenance and Hourly Rate.
This agreement includes minor webpage maintenance to regular webpages (not store product pages) over a two-month period, including updating links and making minor changes to a sentence or paragraph. It does not including removing nearly all the text from a page and replacing it with new text. If the client or an agent other than SDSOL Technologies attempts updating the client's pages, time to repair webpages will be assessed at the hourly rate and is not included as part of the updating time. The two-month maintenance period commences upon the date of receipt of initial payment from the client.

Changes requested by the client beyond those limits will be billed at the hourly rate of $85. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, webpage design, editing, modifying product pages and databases in an online store, and art, photo, graphics services, and helping clients learn how to use their own webpage editor or administrative panel. CGI programming charges (if any) are not included in this rate.

2.4. Changes to Submitted Text.
Please send us your final text. Time required to make substantive changes to client-submitted text after the webpages have been constructed will be additional, billed at the hourly rate.

2.5. Web Hosting.
The client understands that any web hosting services require a separate contract with a web hosting company. The client agrees to select a web hosting service which allows SDSOL Technologies full access to the website via FTP and telnet. The client further understands that if the web hosting service's operating system is not a Windows system, standard ASP scripting software may not work, and providing a substitute may incur additional charges. Client also agrees that, if SDSOL Technologies finds appropriate, we will recommend and setup the web hosting account on one of our own servers, which will be billed separately.

2.6. Completion.
SDSOL Technologies and the client must work together to complete the website in a timely manner. We agree to work expeditiously to complete the website.
If the client has not submitted complete text and graphics content within two months after initial payment for services, an additional continuation fee of 10% of the total contract amount will also be assessed each month until the website is advertised.

3. Fees.

3.1.
Certain SDSol Technologies, LLC Services are subject to set-up, service, and maintenance fees, and by registering for such SDSol Technologies, LLC Services you authorize SDSol Technologies, LLC to debit your Payment Account for any and all such fees.
3.2.
In case the client has not secured web space on a web hosting service by the time the webpages are completed, the webpages may be delivered to the client on diskette or attached to an e-mail message. Advertising the pages to Web search engines and updating occur only after the complete payment is made. All payments will be made in US funds.
3.3.
All Fees must be paid in advance of the provision of services unless otherwise specified. SDSol Technologies, LLC will charge the monthly fee or quarterly fee and any additional fees to the Payment Account. You also agree that SDSol Technologies, LLC may automatically debit your Payment Account, without further authorization from you, for any renewal term, additional services, and any fees or expenses applicable to Your services or Your website, including but not limited to fees for excessive bandwidth use or other surcharges for services in excess of those included within Your services or Your web site. If payment in full is not received by SDSol Technologies, LLC from the provider of your Payment Account or its agents, you agree to pay all amounts due from you for Your Services upon demand by SDSol Technologies, LLC.
3.4.
Fees are due monthly or quarterly, in advance of the provision of services, not later than the first of that month in which the services are to be performed. In the event that SDSol Technologies, LLC determines that the services of a collection agency are necessary or appropriate to collect amounts due under this paragraph, which determination shall be made in SDSol Technologies, LLC’s sole and unfettered discretion, any and all collection agency fees and other costs of collection shall be added to any amounts due under this provision.
3.5.
In order for SDSOL Technologies to remain in business, payments must be made promptly. Delinquent bills will be assessed a $25 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 5% penalty will be added for each month of delinquency. SDSOL Technologies reserves the right to remove webpages from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay all fees incurred by that process.
The client agrees that for purposes of venue, this Agreement was entered into in Miami-Dade County, Florida, and any dispute will be litigated or arbitrated in Miami-Dade County, Florida.

4. Assignment of Project.

SDSOL Technologies reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.

5. No Warranties by SDSol Technologies, LLC.

SDSOL Technologies does not warrant that the functions contained in these webpages or the Internet website will meet the client's requirements or that the operation of the webpages will be uninterrupted or error-free. The entire risk as to the quality and performance of the webpages and website is with client.

6. SDSol Technologies, LLC’s Limited Liability.

In no event will SDSOL Technologies be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these webpages or website, even if SDSOL Technologies has been advised of the possibility of such damages.

7. Severability

If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.

8. Your Obligations.

The client represents to SDSOL Technologies and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SDSOL Technologies for inclusion in webpages are owned by the Client, or that the Client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend SDSOL Technologies and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.

9. Your Indemnification of SDSol Technologies, LLC.

From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The Client agrees that the Client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend SDSOL Technologies and its subcontractors from any claim, suit, penalty, tax, or tariff arising from the client's exercise of Internet electronic commerce.

10. Copyright to Webpages.

SDSol Technologies, LLC, and its subcontractors retain the right to display graphics and other Web design elements as examples of their work in their respective portfolios.

Unless expressly stated otherwise, you should assume that all materials, content, and images appearing on this Web Site (collectively the "SDSol Content") are the sole property of SDSol. Both U.S. and international copyright laws and treaties protect such SDSol Content. You may not use, reproduce, display, or sell any SDSol Content without SDSol’s prior written consent. You may not link to any page within SDSol’s web site or frame any portion of the site without SDSol Technologies, LLC’s prior written consent.

11. SDSol Has Made No Representations Regarding Success, Markets or Profitability

11.1.
You confirm that you have decided to enter the online and/or Web Site service business. You further confirm, understand, acknowledge and expressly agree that neither SDSol, any agent or representative of SDSol, nor any other person is currently representing or communicating in any manner, nor has at any time in the past, represented to you or has communicated in any manner to you any guarantee, reassurance regarding: potential profitability, marketability, or likelihood of success of your endeavors through the use of the SDSol as set forth herein or otherwise; possibility or likelihood that use of any products and/or services provided by SDSol pursuant to this Agreement can or will result in the recoupment of any funds expended by you for any purpose; or the existence, nonexistence, size or any other characteristics of any market for any products or services which involve your use, in any manner, of the SDSol Services pursuant to this Agreement.

11.2.
You expressly acknowledge and agree that the success of any business endeavors which involve your use of the SDSol Services pursuant to this Agreement, like any other business endeavor, is subject to numerous factors and that the ultimate success or failure of your business rests with you and not SDSol. You further expressly agree not to raise any claim of any kind against SDSol and to hold SDSol harmless from any claim of financial investment or other loss to you resulting from your decision to use the SDSol Services pursuant to this Agreement.

12. No Editorial Control by SDSol.

In reliance on your express warranties regarding your data or content, SDSol has no editorial or other subjective control over the substantive content of your data . SDSol does not engage in any monitoring of your data, and exercises no control over information which is found on the internet, except for its own Web Site. SDSol cannot be held responsible for the accuracy, correctness, or legality of such information. You are solely responsible for the content of Your Web Site and for verifying the accuracy and suitability of information and services you obtain from third parties via the internet.

13. Sole Agreement.

This Agreement constitutes the sole agreement between SDSOL Technologies and the Client regarding this website. Any additional work must be authorized by a written change order.

14. Modification.

14.1.
This Agreement may be materially altered by SDSol by posting the new version of the Agreement at www.sdsol.com or www.customstoresonline.com, and if posted in this manner, shall be effective immediately upon posting such notice. In the event that SDSol does materially change the terms of this Agreement, you accept and shall be bound by such changed terms unless you opt to terminate the Agreement within thirty days of the posting of notice of such change.
14.2.
You may not modify this Agreement, in whole or in part, and any such modification or attempt to modify shall not be enforceable unless reduced to writing and signed by a duly authorized representative of SDSol. No additional or conflicting term in any other document used by you will have any legal effect.

15. Statute of Limitations.

You agree that regardless of any statute or law to the contrary, any claim or cause of action arising out of or related to use of the this Agreement must be filed within one year after such claim or cause of action arose or be forever barred.

16. Initial Payment and Refund Policy.

If the Client halts work and applies by registered letter for a refund within 30 days, to the President of SDSOL Technologies, 9745 SW 72 Street, Suite 104, Miami, FL 33173, phone (305) 274-2147, work completed shall be billed at the hourly rate stated above, and deducted from the initial payment, the balance of which shall be returned to the Client. If, at the time of the request for refund, work has been completed beyond the amount covered by the initial payment, the Client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless written application is made within 30 days of payment.