1. SERVICES RENDERED. Floristboard.NET (hereinafter "Floristboard") agrees to perform following Web Site Initial Setup: Web Site Initial Setup to include: - Setup of a dynamic shopping cart website that provides online Ordering. - Setup of a dynamic shopping cart website that allows multiple items per order. - Setup of a dynamic shopping cart website that figures Tax. - Setup of a dynamic shopping cart website capable of the transmission of all orders to the FAS mainframe computer. - Setup of a dynamic shopping cart website that provides email confirmation of all orders sent to customer and flower shop. - Setup of a dynamic shopping cart website database housed on Microsoft SQL Server 2000. - Installation and configuration of secure certificate (excludes any annual fees charged by certificate authorities such as Verisign, Thawte, etc.) - Configuration of domain name(s) (excludes any annual domain registration fees.) - Custom Web Sites include 36 hours of custom programming. Additional hours are billed at the rate of $50/hour. - Standard Sites include DO NOT include any custom programming. Any requested custom programming on Standard Web Sites is billed at the rate of $50/hour. Web Hosting Services include: - Hosting of website on a Windows 2000 Server or Windows 2003 Server. - 30 Megabits of disk space for Standard Sites, 100 Megabits of disk space for Custom Sites. - Unlimited number of catalog items (subject to disk space limit.) - Administration Pages that allow for self-administration of certain areas of the site. - Unlimited Transfer of all orders to FASnet. - Unlimited monthly data transfer. - Email confirmation of all orders. OPTIONAL SERVICES: - Floristboard shall provide a free Premium Listing on FlowerShopFinder.com in exchange for a link to placed at the bottom of clients website pointing to the FlowerShopFinder.com website. All services described herein are to be performed by FLORISTBOARD &/or its contractors in accordance with the most commonly accepted standards and practices of the Web Services Industry. That is to say, we will use web site design technologies that are most universally acceptable in order to satisfy the broadest web market possible. 2. COST. Notwithstanding any prices listed in literature or on Web pages, the client and FLORISTBOARD agree that the services described as Standard Web Site Initial Setup shall be completed for $399 for a Standard Website Option #1, and $1799 for a custom website. There is no Setup Fee for Standard Website Option #2. This excludes any domain name registration fees, secure certificate fees, or any work done after site officially "goes live." The Web Site officially "goes live" upon payment in full of Web Site Initial Setup Fee. Hosting Fee is $19.99 per month for a secure web site, with the except Standard Website Option #2 which is provided at a Monthly Hosting fee of $34.99, with a 5% discount if Hosting Fee is paid on a quarterly basis or a 10% discount if Hosting Fee is paid on a semi-annual basis. 3. FEES. a) In consideration for the initial setup of your Website under this Agreement, you will pay FLORISTBOARD a one-time nonrefundable initial setup fee (the "Web Site Initial Setup Fee"). In addition, in consideration for the hosting of your Website under this Agreement, you will pay FLORISTBOARD a monthly fee (the "Hosting Fee"). b) In the event FLORISTBOARD obtains a domain name for your Website on your behalf, you will pay FLORISTBOARD the URL registration and renewal fees. c) All fees under this Agreement may be amended and all additional fees may be charged by FLORISTBOARD upon written notice to you. Your failure to pay any amount when due shall constitute sufficient cause for FLORISTBOARD to terminate this Agreement. d) You are solely responsible for the payment of all sales, use, value added or other taxes, federal, state or otherwise, however designated, which are levied or imposed by reason of the transactions contemplated by this Agreement, including, without limitation, taxes relating to the orders placed by consumers on your Website. 4. TERM. The term of this License Agreement shall be one year for Standard Website Option #1 and Custom websites. The term for Standard Website Option #2 is one month. At the end of this initial term, the term may be extended on a monthly basis for a fee to be agreed upon by both Client and FLORISTBOARD. 5. TERMINATION. FLORISTBOARD shall have the right to terminate this Agreement without reason upon giving 14 days written notice to the Client and termination shall occur at the expiry of the notice period. The Client shall have the right to terminate this Agreement any time giving written notice to FLORISTBOARD. Termination shall occur at the reception time of the notice. Termination or expiry of this Agreement for whatever reason shall not prejudice or affect any right of action or remedy which shall have occurred or shall accrue thereafter to either of the parties. 6. ADDITIONAL SERVICES. The terms and conditions set forth in this document constitutes the sole agreement between FLORISTBOARD and the client regarding this Web site. Any additional work not specified in this contract must be authorized in writing. Should the client desire changes to their website after the website officially "goes live", the client agrees to pay FLORISTBOARD an additional $50 per hour to make any requested changes. 7. ADDITIONAL FEES. All fees for domain name registration and renewal, or digital ID (secure certificate) issuance and renewal are the sole responsibility of the Client. 8. PAYMENT. Client agrees to pay to FLORISTBOARD an initial sum of $350 for a Standard Site Option #1, or $950 for a custom website upon execution of this agreement. All remaining charges agreed upon and which may accrue shall become due and payable to FLORISTBOARD upon completion of the services described in paragraph 1 above. If contract is cancelled after commencement of Standard Web Site Option #1 Initial Setup, client agrees to pay for work completed prior to cancellation. Delinquent bills for web design services will be assessed a $50 charge if payment is not received within 30 days of the due date. Web Hosting Fees are due within 10 days of the invoice date. If an amount remains delinquent 30 days after its due date, an additional 10% penalty will be added for each month of delinquency. FLORISTBOARD reserves the right to remove Web pages from viewing on the Internet until final payment is made. Should collection activities become necessary, the client agrees to pay all fees relating to said activity. 9. SUBCONTRACTING. FLORISTBOARD reserves the right to assign other Web designers or subcontractors to this project. 10. WARRANTIES AND LIABILITY. FLORISTBOARD does not warrant that the functions of the web site will meet the client's expectations of site traffic or resulting business. In no event will FLORISTBOARD or its sub-contractors 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 Web pages or Web site, even if FLORISTBOARD has been advised of the possibility of such damages. If the clients web site is unavailable due to web server failure, Client will be issued a credit for the pro-rated amount for the time period that the Clients web site is unavailable. FLORISTBOARD'S AGGREGATE LIABILITY UNDER OR RELATING TO THIS AGREEMENT WILL IN NO EVENT EXCEED $500. 11. DISCLAIMER OF WARRANTY. YOU AGREE THAT YOUR USE OF YOUR WEBSITE AND THE INTERNET IS AT YOUR SOLE RISK, AND THAT YOUR WEBSITE AND THE SERVICES HEREUNDER ARE PROVIDED "AS IS" WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESSED OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, ANY EXPRESS OR IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND/OR NONINFRINGEMENT OF THE INTELLECTUAL PROPERTY RIGHTS OF THIRD PARTIES. FLORISTBOARD DOES NOT WARRANT THAT YOUR WEBSITE OR THE SERVICES PROVIDED HEREUNDER WILL MEET YOUR REQUIREMENTS, OR THAT THE OPERATION OF YOUR WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE, OR THAT THE DEFECTS IN YOUR WEBSITE WILL BE CORRECTED. FURTHERMORE, FLORISTBOARD DOES NOT WARRANT OR MAKE ANY REPRESENTATIONS REGARDING THE PERFORMNCE, USE OR THE RESULTS OF THE USE OF YOUR WEBSITE IN TERMS OF ITS CORRECTNESS, ACCURACY, RELIABILITY OR OTHERWISE. FLORISTBOARD IS NOT RESPONSIBLE IN ANY WAY WHATSOEVER FOR ANY LOST, UNPROCESSED OR MISHANDLED ORDERS, INCLUDING, WITHOUT LIMITATION, ANY SUCH ORDERS RESULTING FROM YOUR BEING AWAY FROM YOUR SHOP OR YOUR COMPUTER. FLORISTBOARD IS ALSO NOT RESPONSIBLE IN ANY WAY WHATSOEVER FOR INFORMING THE CUSTOMERS OF ANY LOST, UNPROCESSED OR MISHANDLED ORDERS, OR FOR ANY CUSTOMER RELATIONSHIP MATTERS RELATING TO YOUR WEBSITE. NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN BY FLORISTBOARD OR ANY AUTHORIZED REPRESENTATIVE OF FLORISTBOARD WILL CREATE A WARRANTY. 12. TRADEMARKS & COPYRIGHTS. The client represents to FLORISTBOARD and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to FLORISTBOARD for inclusion in Web pages 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 FLORISTBOARD from any claim or suit arising from the use of such elements furnished by the client. 13. OWNERSHIP. You agree that as between you and FLORISTBOARD, FLORISTBOARD owns all right, title and interest in and to your Website (other than the rights to your domain name and Your Images which FLORISTBOARD will have the right to use in connection with the Services) and its content, and all proprietary rights, including all patent, copyright, trade secret, trademark and other proprietary rights in and to the Website and all modifications thereto, whether made by FLORISTBOARD or any third party, including, without limitation, all algorithms, source codes, object codes, procedures and documentation. As between you and FLORISTBOARD , you shall own all right, title and interest in and to the customer information collected through your Website. 14. DATABASE. The data contained within the database located in the Client's website is the sole property of the client. A copy of the database will be made readily available to the Client upon request. FLORISTBOARD will be restricted from viewing, copying, exporting from, or otherwise using the data contained within the Client's database. In no event will FLORISTBOARD or its sub-contractors 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 the database due to corruption or destruction of the database, even if FLORISTBOARD has been advised of the possibility of such damages. 15. DNS SERVICES. Floristboard.net will not host DNS records for clients who wish to have their email hosted by a non-Floristboard.net provider. Clients who wish to have their email hosted by a third-party provider must also have that provider manage their DNS. 16. MONITORING. You agree to monitor your Website regularly and to immediately report any problems to FLORISTBOARD. 17. INDEMNIFICATION. You agree that you will indemnify and hold harmless FLORISTBOARD, its affiliates and their respective members, shareholders, partners, officers, directors, managers, employees and agents (collectively, the "FLORISTBOARD PARTIES"), from and against any and all cost, expense, liability, loss and damage, including, without limitation, reasonable attorneys' fees and costs, relating in any way to (a) your breach of any of the representations, warranties or covenants in this Agreement, (b) any information, graphics, materials or content you provide to FLORISTBOARD or post on your Website, including, without limitation, Your Images, Your Domain, keywords and any customer Email addresses, or (c) any order placed by consumers on your Website. 18. TRANSFER OF OWNERSHIP. You may not assign or otherwise transfer this Agreement to anyone, including any parent, subsidiaries, affiliated entities or third parties, without FLORISTBOARD's prior written consent. Any attempted assignment or other transfer without such consent shall be void, and any such attempt shall be deemed to be a breach of this Agreement. As used herein, the terms "assignment" and "transfer" shall include (a) any sale or transfer of all or substantially all of your assets, (b) a merger, consolidation or reorganization, and (c) a change in ownership. FLORISTBOARD may assign this Agreement at its sole discretion, with or without notice to you. 19. NOTICES. All notices and other communications required under this Agreement shall be in writing and shall be deemed to have been received when personally delivered or when deposited in the United States mail, sent registered mail by first class, postage prepaid, to the parties at the addresses set forth on your membership contract with FLORISTBOARD, or at such other addresses as may be designated by either party to the other by like notice. 20. ENTIRE AGREEMENT; AMENDMENTS. This Agreement, together with its exhibits, if any, is the complete and exclusive agreement of the parties and supersedes all other communications, oral or written, and understandings between the parties relating to the subject matter of this Agreement. This Agreement may be amended at any time and from time to time by FLORISTBOARD in its sole and absolute discretion with or without notice to you. You should regularly review the License Aggreement as posted on the FLORISTBOARD.NET web site to check for amendments, as your continuing use of you FLORISTBOARD website following any such amendment shall constitute your assent thereto. You may not amend this Agreement at any time without the prior written consent of FLORISTBOARD. 21. FORCE MAJEURE. No party hereto shall be liable for failure to perform its obligations (except for payment obligations) under this Agreement if such failure is caused by any event or condition that is outside the reasonable control of the affected party, including, without limitation, fire, flood, earthquake, strikes, labor troubles, war, act of God, acts of terrorism and acts of governmental entities. 22. ATTORNEYS' FEES. In the event of any legal proceeding relating to this Agreement, the prevailing party will be entitled to recover all of its reasonable attorneys' fees and costs from the non-prevailing party. 23. GOVERNING LAW. This Agreement shall be governed by and construed in accordance with the laws of the State of Washington, without regard to principles of conflict of laws. Any suit brought hereon shall be brought in the state or federal courts sitting in Snohomish County, Washington, the parties hereby waiving any claim or defense that such forum is not convenient or proper. Each party hereby agrees that any such court shall have in personum jurisdiction over it and consents to service of process. 24. MISCELLANEOUS. Neither the failure nor any delay to exercise a right, remedy or privilege under this Agreement shall operate as a waiver thereof, nor shall any single or partial exercise of a right, remedy or privilege preclude any further exercise of the same. If for any reason a court of competent jurisdiction finds any provision of this Agreement, or portion thereof, to be unenforceable, such provision shall be enforced to the maximum extent permissible, and the remainder of this Agreement shall continue in full force and effect. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. Brian Faucher, Owner Floristboard.net 5308 145th St SW Edmonds, WA 98026 support@floristboard.net Web Site License Agreement 09/15/05