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WEB HELPLINE created this Privacy Policy to demonstrate its commitment to your privacy and the protection of your information. Our operational services may require us to collect and in some instances, disclose information about you. To better protect your privacy, we provide this notice explaining our information practices and the choices you can make about the way your information is collected and used.
1. INTRODUCTION

This Privacy Policy describes the information we collect and how we use that information. WEB HELPLINE takes the privacy of your personal information very seriously and will use your information only in accordance with the terms of this Privacy Policy.

WEBHELPLINE is a licensee of the TRUSTe Privacy Program. TRUSTe is an independent, non-profit organization whose mission is to enable individuals and organizations to establish trusting relationships based on respect for personal identity and information by promoting the use of fair information practices. This Privacy Policy covers the site http://www.webhelpline.net. In order to enhance the protection of your privacy and our compliance with this Privacy Policy, WEB HELPLINE has agreed to disclose its information practices reviewed for compliance by TRUSTe.

If you have questions or concerns regarding this Privacy Policy, you should first contact WEBHELPLINE via email at privacy@webhelpline.net . If you do not receive acknowledgment of your inquiry or your inquiry is not satisfactorily addressed, you should then contact TRUSTe through the site TRUSTe Watchdog Dispute Resolution TRUSTe will serve as a liaison with WEBHELPLINE to resolve your concerns.

Notification of Changes

This privacy policy may be revised over time as new features are added to WEBHELPLINE service or as we incorporate suggestions from our customers. If we are going to use or disclose your personally identifiable information in a manner materially different from that stated at the time we collected the information, you will have a choice as to whether or not we use or disclose your information in this new manner. Any material changes will be effective only after we provide you by e-mail with at least 30 days notice of the amended Privacy Policy (if you have closed your WEBHELPLINE account, you will not be contacted to notify you of the amended Policy and your personal information will not be used or disclosed in this new manner).

We will post the amended Privacy Policy prominently on our Website so that you can always review what information we gather, how we might use that information, and whether we will disclose it to anyone. Please check the WEBHELPLINE Website at http://www.webhelpline.net at any time for the most current version of our privacy policy.

2. INFORMATION COLLECTION

In order to sign up, users are required to give us contact information (such as your name and email address), unique identifiers (like your password) and demographic information (like zip code).
Certain information, such as passwords and email addresses, is collected in order to, among other things, verify your identity and for use as account numbers in our system.

If you decide to purchase any WEBHELPLINE package, WEBHELPLINE will need to collect certain financial information, such as your credit card number, credit card expiration date, and billing address (“Financial Information”). Financial information that is collected is used to check you qualifications for sign up, to bill you for products and services. WEBHELPLINE does not share Financial Information with outside parties except to the extent necessary to provide you with the WEBHELPLINE Services.

We use cookies (small files of data that we send to your computer) to allow us to recognize you as a WEBHELPLINE customer if you return to the WEBHELPLINE Website using the same computer and browser. Once you log out or close your browser, these cookies expire and no longer have any effect.

We do not link the information we store in cookies to any personally identifiable information you submit while on our site.

If your personally identifiable information changes (such as zip code, phone, email or postal address), or if you no longer desire our service, we provide a way to correct, update or delete/deactivate your personal information. This can be done by emailing Customer Support at support@webhelpline.net.

3. USE AND DISCLOSURE OF YOUR INFORMATION

We use the information we collect about you in order 1) to confirm your account and provide our services, 2) to provide customer service, 3) to determine your eligibility to receive offers for special features or products, and 4) to improve our products and services.

We use your IP address to help diagnose problems with our server, and to administer our Website. Your IP address is also used to help identify you and to gather broad demographic information. Finally, we may use your IP address to help protect ourselves and our partners from fraud.

We collect information via Request a Free Quote page to evaluate and address your Website requirements by providing a proposal free of charge. The Request for Call Back page collects your contact information so WEBHELPLINE agents can get back to you on your inquiry.

If you wish not to receive our promotional communications, you may opt-out by replying to unsubscribe in the subject line in the email or email us at sales@webhelpline.net.

We never use or share the personally identifiable information provided to us online in ways unrelated to the ones described in this Privacy Policy and our Service Agreement without also providing you an opportunity to opt out or otherwise prohibit such unrelated uses.

We use an outside credit card processing company to bill you for services. This company does not retain, share, store or use personally identifiable information for any secondary purposes. In registering a domain name for your Website, we need to provide an outside domain name registrar your contact information. This information will be publicly available through the registrar’s domain name database look-up and directory services.

WEBHELPLINE will never willfully sell, lease, or rent any personally identifiable information about you or your business to any third party without first receiving your permission.

WEBHELPLINE offers features and services on our Website where we will need to provide some of the information publicly available on your Website to third-party Search Engines offering search services. Should you choose to use any of these features and services, we may do the following with such information: distribute information about your business, your products and services, your Website address (URL), your contact information and other information, to such search engines and create a database of publicly available information about you or your business to its search partners with the express purpose of driving Internet user traffic to Websites, provided that such information is useful to the end users of the Websites. Publicly available information means information available to the public on your Website, and may include the following: information about the products or services you offer through your Website, your operating hours, your business address, your URL, your business contact information, and other such information. In no event, however, will we disclose any of your Financial Information.

WEBHELPLINE cannot ensure that all of your personally identifiable information will never be disclosed in ways not described in this Privacy Policy. For example, we may be required to disclose personally identifiable information to the government or by court order under certain circumstances, or other situations may arise requiring such disclosure. In addition, you authorize us to disclose any information about you to law enforcement or other government officials as we, in our sole discretion, believe necessary or appropriate. This site contains links to other sites. WEBHELPLINE is not responsible for the privacy practices or the content of such Websites.

4. SECURITY

WEBHELPLINE is committed to protecting the security of your personal information. We use a variety of security technologies and procedures to help protect your personal information from unauthorized access, use, or disclosure. WEBHELPLINE uses encryption technology and stores the personal information you provide on computer systems with limited access that are located in controlled facilities.

No data transmission over the Internet can be guaranteed to be 100 percent secure, and WEBHELPLINE does not warrant that your information will be absolutely secure. Any transmission of data on or through the use of the WEBHELPLINE Service is at your own risk.

5. CONTACT INFORMATION

If you have any questions or suggestions regarding our Privacy Policy, please contact:

Phone: (877)-255-1817
Email: privacy@webhelpline.net

Mailing Address:
1320 Cambia Dr, Schaumburg, IL-60193

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This Search Engine Optimization Services Agreement (\"Agreement\") is a valid legal agreement between WEBHELPLINE INC (\"WHL\") with a principal business address at 1540 Keystone Ct., Elgin, Illinois 60120 and the client, the individual or single entity ordering WHL\'s Search Engine Optimization Services (\"Services\") either via an on-line order form or via WHL’s customer service call center (\"Sign-up Process\"). This Agreement governs the client\'s purchase and use of WHL\'s Services ordered by the client during the Sign-up Process. For purposes of this Agreement, the \'Effective date\' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.The terms of this Agreement shall commence on the Effective Date, as herein defined.

R E C I T A L S

WHEREAS , WHL is web design and Internet development company that offers search engine optimization services, initiation of such services,

WHEREAS , client chooses to employ the aforementioned search engine optimization services of WHL,

WHEREAS , client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.

NOW THEREFORE , in consideration of the terms and conditions set forth in this Agreement, WHL and client agree to the foregoing and as follows:

ARTICLE 1 – GENERAL

1.1 Overview of Agreement. This Terms of Service Agreement will strongly establish and explain the terms and conditions on which WHL provides search optimization service to client. It is important that this document be thoroughly reviewed if client agrees to these terms and conditions, and is willing to be bound by them.

1.2 This Agreement explains the important terms and conditions under which WHL shall operate and provide search engine optimization service package subscribed to/or applied to by the client.

1.3 This Agreement also declares your consequent obligations as our client in relation to the search engine optimization service package you purchased.

1.4 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.

1.5 By availing of search engine optimization service of WHL, and by entering into this page, you as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by WHL from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and WHL concerning your use of the optimization service and shall supersede and govern all prior proposals or agreements made by any of our representatives.



ARTICLE 2 – PROPRIETARY RIGHTS

2.1 Restrictions. The client is expected to recognize the practice of good and ethical Internet practices. The client shall comply with the rules appropriate to any of the product or service provided by WHL. The client is also expected not to permit WHL access to information the client desires to keep confidential.

2.2 Privacy and Intellectual Property Rights

2.2.1 Client hereby recognizes and acknowledges that the search engine optimization techniques to be employed on the websites are customized by the WHL, copyright of which shall remain fully owned by the SEO service provider subject to the terms and conditions set in this agreement.

2.2.2 Client acknowledges (i) given the global nature of the Internet, that there is no necessity to modify the product and service provided by WHL (ii) that such actions will likely impair the performance standards of optimization expected by WHL.

2.2.3 Client shall not update, alter, modify, or tamper with the optimized pages. The client hereby acknowledges that such inappropriate actions may void the guaranteed offered by WHL.

2.2.4 Client shall have no right to copy, in whole or in part, the optimized pages. Client, however, can only make one archival copy of the optimized pages solely for archival and disaster recovery purposes only. Client shall have no right to upload the pages or redirect the previous optimized website to other domain. Client acknowledges that such action may also void the guaranteed aforementioned.

ARTICLE 3 – WHL GUARANTEE

3.1 Overview of the Service. WHL employs optimization services that will allow the client’s website to achieve relevant search engine ranking in the four (4) major search engines provided that complete requirements are submitted by the client.

3.2 Guarantee

WHL guarantees top positioning among one of the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search. The minimum guaranteed number of top 20 positions is equivalent to the total number of keyword package ordered.

This guarantee applies only upon the completion of work by WHL\'s SEO Specialists. A verification report every week will be sent to client after all site optimization processes have been completed.

Client agrees that guarantee is void if SEO service provider finds out that our work has been tampered, duplicated, or redirected to another domain without prior notice and approval. Client also understands that guarantee is void if any instruction or important notice from WHL as a warning of the probable effect in ranking is neglected.

ARTICLE 4 – WHL SEO SERVICE

4.1 Keyword Analysis

Upon receipt of the Keyword Profiler completed filled-up by the client, WHL shall start doing the keyword research using tried and tested techniques, methods, and tools. Our SEO specialists will start with client’s keyword suggestions and examine your website as initial analysis. Keyword research will then be performed and a recommended keyword list will be sent to you for review, selection, and approval.

Client shall thoroughly review the list sent by WHL and send back an approved list for page optimization to commence. Client may approve or suggest additional keyword research. WHL will only allow up to 2 rounds to allow client to choose the best keywords for optimum performance. The approved final list, must however, follow the guidelines set by WHL in choosing the right keywords. If client has list of preferred keywords, WHL SEO specialists will have to approve and analyze them first before optimization will move to the WHL process

4.2 Content Writing and Site Optimization

WHL SEO specialists will create customized text written with such technique that search engine spiders will understand and following the optimization standards (keyword density, prominence, and proximity). Website\'s HTML codes will be validated to ensure that client\'s website is in working order for the search engines.

The optimized pages shall be uploaded to a temporary website location to show to client. A sitemap will also be created for client\'s website and will include links to the optimized pages.

Client shall carefully read the text content, check all links, and make sure that design of the pages is consistent with the other site pages. Request for revisions are allowed granted that a detailed instruction is given. Minor changes on the text, layout, links, and images will be entertained. However, a radical change on the content made by the client, will not processed because there is little guarantee that such will perform well in the search engines.

If client insists on using own content, guarantee is void.

Client shall send a written approval for the optimized pages to be uploaded to website and complete the optimization.

Upon receipt of the written approval, WHL shall now upload the optimized pages to client\'s website. Pages to be uploaded will include a link to sitemap on site\'s index page, sitemap, and the approved optimized pages.

Client shall provide correct and full (read/write) FTP access to the root directory of website. WHL shall make a copy of client\'s website prior to uploading of the optimized pages for archival and disaster recovery purposes.

4.3 Search engine submission

A verification report will be sent to client after optimized pages have been completed. Client’s website will then be submitted manually to major search engines, as well as, minor search engines and directories.

WHL optimization service does not include paid submission fees that some engines charge for inclusion. Client hereby agrees that website is submitted to the major engines and free directories as part of optimization process.

4.4 Visibility report

WHL shall send a weekly visibility of report from the day their website is submitted to the Search Engines. Report generated shall include the current and updated positioning of the keywords being optimized among the four (4) major Search Engines: Google, Yahoo, AOL Search, MSN Search.

The priming period of twelve to sixteen (12-16) weeks allows the Search Engines and directories enough time to analyze and index our submissions. We will send you a detailed visibility report on weekly basis to verify the \'real\' overall daily performance from each high-ranking keyword phrase in each Search Engines. This report will be the basis if minimum guarantee has been met.

4.5 Completion

Completion of optimization lasts until contract between client and WHL expires, and/or any of the parties mentioned pre-terminate the agreement for valid reasons.


ARTICLE 5 – PAYMENT and GUARANTEE TERMS

5.1 Set-up and One-time Fees. All applicable fees herein contemplated are those found in the Order Confirmation Form. Client agrees to pay WHL the set-up fee. Client further agrees to pay the optimization fee amounting to the package price and payment term chosen during which such services are provided.

If client wishes to upgrade the optimization service, monthly service fees shall be prorated.

Client agrees to provide WHL with current billing and contact information and authorize WHL to bill all account and related charges to the credit card on file. All rates and prices quoted by WHL are in US Dollars. All charges will appear on client\'s credit card statement.

Merchant name to appear on credit card statement is \"Web Helpline Inc\".

5.2 Late Payments. Should client fail to pay any fees on the date due for payments, WHL shall have the right to make use of any or all of the following, as the case may be::

a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available.

b.) suspend or terminate any access to any or all of the services of WHL after eight (8) days of non-payment;

c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments, after thirty (30) days of non-payment.

5.3 Continuous Payment. The suspension or termination of WHL services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to WHL, attorney\'s fees, expenses of litigation, and payment of damages.

5.4 Refunds and guarantees. All set-up fees are non-refundable. All payments for monthly installments will be returned if we do not meet our guarantee with the contract period.

5.4.1 Guarantee voidance

The usual time for the search engine to index your website from the time of submission is 12-16 weeks.

In the event that the minimum guarantee has not been met or none of the optimized pages have been indexed within this time period, WHL will continue to optimize client’s website or refund for the monthly charge can be requested. Refund would only be provided in the case of none of the keywords been placed on top search result out of 4 major search engine.

Search engine\'s indexing time is completely out of WHL\'s control. Search engines algorithms are constantly changing. However, with ethical optimization methods, WHL is positive that your website will achieve relevant search engine rankings in the major 20 search engines aforementioned.

5.4.1.1 WHL guarantees top local and organic positioning among the four (4) major Search Engines aforementioned. Search engines included are Google, Yahoo, AOL Search, MSN Search.

The minimum number of listings guaranteed is the same as packaged availed. For applicable search engine optimization packages, this guarantee is valid only for keyword phrases approved by the client and analyzed SEO specialists.

5.4.1.2 WHL does not guarantee improvement in client\'s sales or relevant website traffic. Such will still depend on the demand for client\'s product or service, design and layout of the site, and many other factors beyond the control of WHL. Guarantee provided in this Agreement is based on the SEO provider\'s efforts to deliver top search engine rankings and on the cooperation of the client.

5.4.1.3 Optimization services are provided on a best-efforts basis due to the dynamic and unpredictable nature of the World Wide Web. In no event, shall WHL be held liable for any consequential, indirect, incidental, punitive, or special damages including, without limitation, damages for loss of business profits, business interruption, or loss of business information arising out of this Agreement or out of the actions of third parties in connection with this Agreement, even if client has been advised of the possibility of such damages.

5.4.1.4 Any website downtime of one day or more voids the guarantee because search engines will remove client\'s listing if site cannot be visited.

5.4.1.5 Duplicating the optimized pages after they have been uploaded will void the guarantee. Search engines ban and penalize websites for such practice.

5.4.1.6 Transferring of the optimized pages to another domain will void the guaranteed because optimization work was made for the original domain.

5.4.1.7 Client’s selection of keyword phrases that are too competitive may void the guarantee.

5.4.1.8 Redirecting the optimized domain to another one will void the guarantee because search engines regard using 301 redirect as spam.

5.4.1.9 Client shall not remove the link to sitemap, sitemap, and optimized pages. Doing so will also void the guarantee because if these pages are not viewable, website pages will not be crawled by the search engine spiders.

Should the client accidentally remove the link to sitemap, sitemap, and optimized pages, WHL will add the link to sitemap, and/or re-upload the sitemap and optimized pages, provided FTP is still accessible. If given FTP is no longer accessible, WHL will inform the client via e-mail of such incident. Failure on the part of client to add the said link or re-upload the optimized pages will void the guarantee.



ARTICLE 6 - CLIENT OBLIGATIONS

6.1 Preferred Keywords

Client shall take full responsibility for the keywords used and optimized in the website. Client acknowledges to follow the guidelines set by WHL in choosing the keywords. Should client insist to use own keywords, further approval must be obtained from the WHL to ensure that keywords are not too competitive and can achieve successful search engine rankings.

6.2 Optimized Content

Client hereby agrees that the thoroughly reviewed and approved text content made by the WHL SEO specialists are still the property of the optimization provider. Client, however, shall take full responsibility, legally or otherwise, for all content included in the optimized pages and the meta tags.

6.3 Website Layout

Client shall approve the optimized pages prior to uploading to the website. Client shall also send a written approval stating that the pages created by WHL can be uploaded as part of the optimization process.

6.4 Content Additions

Client shall pay WHL additional compensation for any additional content, text, images, and web pages, outside the bounds of terms exceeding the scope of the optimization package and processes.

6.5 Modifications

Client modifications, updates, and alterations after the completion of the optimization process and the written approvals and e-mail have reached WHL.

Client also agrees to inform WHL that if there are changes to the web pages, especially the home page. As the entrance to client\'s site, this page is critical. Client shall let WHL know by email/phone call of any substantial edits or changes to the website within 3 business days. Guarantee is void if our work is altered without our knowledge.

6.6 FTP Access

Client shall agree to grant full File Transfer Protocol (FTP) access to WHL during the guarantee period. This website access allows the SEO service provider ability and access to optimize client’s website and to make any alterations to the site whenever necessary under circumstances.

Efforts are being made by WHL to check if the link to sitemap, sitemap, optimized pages are intact, as well as your website’s uptime. Should we find that any of the mentioned factors are missing, WHL shall do the necessary solution as long as there is Full FTP access.

If FTP is no longer accessible, client shall give the new access information and/or follow the instructions sent by WHL. Failure of the client to do the necessary solutions 3 days after the e-mail has been sent voids the guarantee.

6.7 Uptime and downtime

Client shall ensure 100% uptime of the website. Otherwise, client shall notify WHL of the downtime incident. Downtime of more than 24 hours voids the guarantee.

If optimized website is hosted by WHL or one its wholesaler, client shall be notified of possible downtimes and server maintenance schedules.

ARTICLE 7 – PROJECT DELIVERY

7.1 Completed Delivery

Optimization Services rendered by WHL shall be considered completed upon delivery of the completion notification email.

7.2 Feedback

Client shall provide WHL, within seven (7) days and thru means supplied by the latter, feedback or notice on approval of keyword phrase list, sitemap, and the optimized pages. If notice or feedback is received, the project shall be deemed accepted and satisfactory to the Client, and WHL shall not be held liable or accountable for any additional costs required by the nature of the project.

ARTICLE 8 - LIMITED WARRANTIES

8.1 Customer Warranty

Client represents and warrants to WHL that:

a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with WHL and perform its obligations under this Agreement;

b) Client shall use WHL’s services and products for lawful purposes;

c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client shall violate the intellectual property rights of any person, corporation or legal entity;

d) Client warrants that the project herein, or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited.

e) In any instance client shall receive advise or notice of any claim with regard the project or WHL, Client shall promptly provide WHL with a written notice of such claim.

f) Client agrees to inform WHL via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.

8.2 WHL Warranty

WHL warrants that:

a) WHL has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,

b) WHL will perform the services required under this Agreement.

ARTICLE 9 - RECORDS & DOCUMENTS

9.1 Archive. WHL is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to WHL in any manner or form.

ARTICLE 10 - CANCELLATION

10.1 Cancellation Fee. A 25% fee of the total project cost is charged to the client for any cancellations made to answer for costs of set-up requirements and billing in relation with the optimization services where the project billed has not been completed.

Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.

To Cancel, Client is expected to send a cancellation notice through fax at 630-689-9028 or email at customerservice@webhelpline.net

ARTICLE 11 - MISCELLANEOUS

11.1 Taxes. Client will pay, or when necessary, reimburse WHL for taxes and duties imposed upon and by reason of the performance of WHL of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against WHL.

11.2 Non-Exclusivity. The parties acknowledge and agree that WHL is providing access to and use of its non-exclusive and non-transferable services to multiple clients.

11.3 Support. WHL agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-6:00PM CST). However, our customer support/service is 24/7.

11.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless WHL, in good faith, deems the unenforceable provision to be essential, in which case WHL will have the right to terminate this Agreement.

11.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in WHL’s records, or in the case of WHL, at 1540 Keystone Ct, Elgin, Illinois-60120.

11.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without WHL’s prior written consent, which consent may be withheld, delayed or conditioned in WHL’s discretion. WHL shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.

11.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

11.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of WHL. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of WHL and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

11.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of California without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Van Nuys, California.

11.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of WHL. Client further agrees that a violation hereof shall entitle WHL to claim the amount of $100,000.00 as liquidated damages.

11.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

11.12 Modification of Terms. WHL reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Web Helpline Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. Web Helpline does not and will not assume any obligation to notify you of any changes to this Service Agreement.

11.13 Acceptable Use Policy. WHL reserves the right to refuse service to any site at our sole discretion. Although we do not believe in censorship, WHL does not allow the following types of sites:



WHL will not host websites which are advertised through unsolicited email, excessive newsgroup cross-posting, or off-topic newsgroup posts. What is considered spam is determined at the sole discretion of Web Helpline We will make every effort to work with our customers to insure that legitimate websites are not shut down due to what may be wrongly interpreted as unsolicited mail. Although we are first and foremost an advocate of our customers, sites in flagrant violation of this policy will be shutdown without a refund of any kind. In addition, to protect the quality of service for all of our customers, any bulk emailing that would adversely affect the performance of our shared mail servers will be either discontinued or moved, pending customer approval, to one of our list server or dedicated server plans.

ARTICLE 12 - COPYRIGHTS AND TRADEMARKS

12.1 WHL will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to WHL and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WHL are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend WHL from any claim or suit arising from their use.

ARTICLE 13 - DISCLAIMER

DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE USWB SERVICE PROVIDED IS PROVIDED ON AN “AS IS”, “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WHL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE WHL SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY WHL, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WHL, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE WHL SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE WHL SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WHL RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT WHL IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM WHL AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL WHL’S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO WHL DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

ARTICLE 14 - INDEMNIFICATION

14.1 Client agrees to defend, indemnify and hold harmless WHL against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with WHL.

14.2 By completing our online sign up form, or confirming an order by phone, and giving us your credit card information, it indicates that you have read and understood the WHL Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using your credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.

ARTICLE 15 - LIMITATION OF LIABILITY

WHL SERVICES\' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO WHL THROUGH THE DATE WHL SERVICES' LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL WHL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

ARTICLE 16 - CONFIDENTIAL INFORMATION

16.1 \"Confidential Information\", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by WHL, the prices and fees charged under this Agreement, any other materials marked confidential by Client or WHL and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.

16.2 Each party acknowledges and agrees that:

a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;

b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and

c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

16.3 Confidential Information will not include information that is:

a) publicly available;

b) already in the other party's possession and not subject to a confidentiality obligation;

c) obtained by the other party from any source without any obligation of confidentiality;

d) independently developed by the other party without reference to the disclosing party's Confidential Information; or

i) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 17 - TERMINATION & BREACH OF CONTRACT

17.1 Termination by WHL. WHL shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if:

a) Client fails to comply with its payment obligations under this Agreement;

b) Client materially breaches any term or condition this Agreement;

c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from affectivity date of this Agreement.

17.2 Termination by Client. Client shall have the right, upon written notice to WHL, to terminate this Agreement if WHL is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

17.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

17.4 Abandonment of Project. A project manager will be working with the client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered abandoned and payment will be surrendered in full.

SEO Service will automatically renew for successive monthly billing dates. You may terminate the Service at any time by providing not less than seven (7) days written notice before the monthly billing date to Web Helpline. The termination notice must be sent to customerservice@webhelpline.net. All billing after the written cancellation request would be stopped and so as the services, any cancellation request received with less than 7 days notice would result in charge for the current billing month. Client agrees to comply with the terms found in the Order Confirmation Form.

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This Website Design Services Agreement (\"Agreement\") is a valid legal agreement between Web Helpline INC. (\"WHL\") with a principal business address at 1540 Keystone Ct, Elgin, Illinois-60120 and the client, the individual or single entity ordering Web Helpline Design Services (\"Services\") either via an on-line order form or via Web Helpline customer service call center (\"Sign-up Process\"). This Agreement governs the client\'s purchase and use of Web Helpline Services ordered by the client during the Sign-up Process.

For purposes of this Agreement, the \'Effective date\' shall be that time when the client uses his or her credit card and the payment for use thereof has been successfully made.

The terms of this Agreement shall commence on the Effective Date, as herein defined.

R E C I T A L S

WHEREAS , Web Helpline is web design and Internet development company that offers graphic design services and web page coding and implementation support to initiate such services.

WHEREAS , client chooses to employ the aforementioned Website Design services of Web Helpline.

WHEREAS, client has carefully reviewed the Terms of Service Agreement and abides by terms and conditions mentioned in this Agreement.

NOW THEREFORE , in consideration of the terms and conditions set forth in this Agreement, Web Helpline and client agree to the foregoing and as follows:

ARTICLE 1 – GENERAL

1.1 Overview of Agreement. This Agreement explains the important terms and conditions under which WHL shall operate and provide Website Design service package subscribed to/or applied to by the client It is important that this document be thoroughly reviewed if client agrees to these terms and conditions, and is willing to be bound by them.

1.2 This Agreement also declares your consequent obligations as our client in relation to the Website Design service package you purchased.

1.3 Any attempt to amend terms and conditions enclosed in this Agreement and question the said points after the effective date through conflicts or misrepresentation in any other document shall be of no force and void the effects.

1.4 By availing Website Design services of WHL, and by entering into this page, you, as our client, acknowledge that you have read, understood, and agreed to be bound by all terms and conditions mentioned in this Agreement, as well as any additional rules or policies that may be established by WHL from time to time. This Agreement, and those that may from time to time be added or modified herein, constitutes the exclusive agreement between the client and WHL concerning your use of the Website Design Service and shall supersede and govern all prior proposals or agreements made by any of our representatives.

ARTICLE 2 – WEB HELPLINE INC. (WEBSITE DESIGN SERVICE)

2.1 Content Submission

WHL will provide Client with Services solely in accordance with the information provided to us online, in written form, via email, and through telephone interviews.

If Client were not able to provide or confirm with WHL their information that will be used for the development of their website, WHL will passively create a generic website, referred to as industry-based template with content (IBTC) throughout the rest of the agreement. Client may still alter this template upon contacting WHL and confirming or providing information needed for the website.

2.2 Type of Contents

Client and WHL must work together to complete the website in a timely manner. Client is solely responsible for the contents of your Website and the consequences thereof. Below is a list of acceptable content formats:

2.2.1 Text

Client agrees to provide textual content for all Website pages, limited to an average of 500 words per page, in the following specified format: Microsoft Word for Windows (v95, 97, 2000, and XP); WordPerfect for Windows (v5.x, 6.0); Rich Text Format (*.RTF); Text (*.TXT); or HTM/HTML (*.HTM, *.HTML). Text will not be accepted in other formats.

2.2.2 Imagery

Client agrees to provide all images content for the Website. WHL will not alter the quality of the images or graphics, but will resize them to fit the chosen template layout. Client agrees to provide images/graphics for all Website pages in the following specified format: Photoshop (*.PSD, *.PDD); Bitmap (*.BMP, *.RLE); CompuServe GIF (*.GIF); Photoshop EPS (*.EPS); Photoshop DCS 1.0 (*.EPS); JPEG (*.JPG, *.JPE); PCX (*.PCX); Photoshop PDF (*.PDF, *.PDP); PICT (*.PCT, *.PIC); Pixar (*.PXR); PNG (*.PNG); RAW (*.RAW); Sitex CT (*.SCT); Targa (*.TGA, *.VDA, *.ICB, *.VST); Tiff (*.TIF). Images in other formats will not be accepted.

Client agrees not to do anything, which would restrict or inhibit any other user from using and enjoying the Internet.

Client further agrees not to use WHL to send or post any messages or materials that are unlawful, harassing, libelous, abusive, threatening, harmful, vulgar, obscene or otherwise constitute a criminal offense, give rise to civil liability or otherwise objectionable material of any kind or nature or that encourages conduct that could constitute a criminal offense, infringes on any third party\'s intellectual property or publicity/privacy rights, give rise to civil liability or otherwise violate any applicable local, state, national or international law or regulation. Should these unlawful acts happen, Client would solely be liable for damages.

WHL reserves the right to terminate the account if WHL becomes aware and determines, in its sole discretion, that Client is violating any of the foregoing guidelines. As a condition of use of WHL Service Client warrants to WHL that WHL\'s Service will not be used for any unlawful purpose.

Client is responsible for keeping a copy of the most current Website files as backup on a remote system. WHL is not responsible for any lost files, information, or data. If WHL\'s hosting services has been terminated, or a copy of the website files requested, WHL will e-mail one copy of the HTML files, graphics, and all other associated aspects of the Website to Client in an email attachment at no charge for the first request.

2.3 Change Requests

Once the initial design phase is completed Client agrees to provide, via email to WHL, concise feedback and desired changes. If feedback is not received promptly, WHL is not held liable for any additional costs required to extend the project timeline.

2.4 Billable and Non-Billable Requests.

WHL understands that Client may request significant design changes to pages that have already built according to earlier specifications. To that end, the scope of acceptable revision requests does not include provisions for \'significant page modifications” or creation of additional pages in excess of the agreed maximum pages without additional charges.

If significant page modification is requested after a page has been built to Client\'s specification (after the Production Phase), it will be considered a billable request.

2.4.1 A billable request is one that changes the basic structure of the Website such as an additional navigation button or basic design layout change of the Website.

2.4.2 A non-billable change is one that does not affect the layout or navigation of the Website such as swapping out a photo or change text (provided that the modified text still fits within the space originally provided).

Client is encouraged to inquire as to whether a change is billable or non-billable, should there be any doubt. As long as requested before the Acceptance Phase, non-billable changes are free-of-charge. Billable changes on the other hand are not, and will be assessed first and billed separately by the hour.

2.5 Domain Name

Any domain name registered on Client\'s behalf will be made in WHL\'s name for administrative contact. The registrant's contact is generally required to be the hosting ISP or Domain Registrar. For the billing contact, it will be the Client so that email notifications regarding renewal of domain names will be sent directly to the Client. For existing domain name, client is responsible for the renewal.

In the event there is a misspelling of a domain name, while being registered online, you as the customer must register the correct spelling of that name. There are NO refunds issued for misspelled domain names.

You acknowledge and agree that WHL does not guarantee that you will be able to register or renew a desired domain name, even if our systems indicate that domain name is available, or you are able to complete an order with respect to such name. You also understand that WHL cannot know with certainty whether or not the domain name which you are seeking to register is simultaneously being sought by a third party, or whether there are any inaccuracies or errors in the domain name registration or renewal process or related databases, including the various WHOIS or other registry databases. You also acknowledge and agree that WHL is not responsible for any inaccuracies or errors in the domain name registration or renewal process. You are solely responsible for making sure that your registration or renewal is properly processed. You also acknowledge and agree that WHL is not liable or responsible in any way for any errors, omissions or any other actions by any third party including any registry administrator arising out of or related to your application for and registration of, renewal of, or failure to register or renew a particular domain name.

By applying to register a domain name, or by asking us to maintain or renew a domain name registration, you hereby represent and warrant to us that (a) the statements that you made in connection with such registration, maintenance, or renewal are complete and accurate, and your contact information will be kept current; (b) the registration of the domain name will not infringe upon or otherwise violate the rights of any third party; (c) you are not registering the domain name for an unlawful purpose; and (d) you will not use the domain name in violation of any applicable laws or regulations or WHL\'s rules or policies. You agree and acknowledge that it is your responsibility to determine whether your domain name registration or use infringes or violates someone else\'s rights, including, but not limited to, whether any foreign language translations of your domain name, either between roman-alphabet languages, between non-roman alphabet languages, or between roman-alphabet and non-roman alphabet languages, infringe or violate someone else\'s rights.

Client shall provide full access to domain name control panel to Web Helpline for administrative and technical purposes. Client\'s failure to provide this access shall indemnify Web Helpline of any liability resulting to downtime. Web Helpline does not guarantee that any modification made will be reflected should full access be not granted. Lack of access could result to non-visibility of any modifications made.

ARTICLE 3 – PAYMENT TERMS AND FEES

3.1 Terms of Payment

Client agrees to pay WHL (a) for credit card payments - the first monthly fee of the package plus 1-year domain name registration fee and 1-year hosting fee when applicable; (b) for other modes of payment such as check - the full (1-Year) package price plus 1-year domain name registration fee and 1-year hosting fee when applicable.

Client further agrees to pay in advance of the time period during which such services are provided. All fees are due immediately and are non-refundable. If Client switches or upgrades the website design package, the monthly service fees shall be prorated. Website and Ecommerce Packages require a 12-month minimum commitment; early termination fees apply amounting to the unpaid balance (remainder) of the total package price.

Client agrees to provide WHL with current billing and contact information and authorize WHL to bill all account and related charges to the credit card on file. Client agrees that prepayments will be billed and charged automatically, that WHL may apply the amount due to the provided card at any time, and will issue no refunds. If the credit card is denied for any reason on the first attempt, WHL will automatically attempt to resubmit such card within three (3) business days of the original attempt. Should the card be denied again, Client may provide alternative billing arrangements, or WHL may terminate the account. All files within the account may be deleted on termination.

If WHL does not receive payment from the card issuer, Client agrees to pay WHL all amounts due upon demand. Client agrees to pay all attorney and collection fees arising from any efforts to collect any past due amounts to the extent allowed by law.

Client shall own the created website subject of this Agreement only after the first year of subscription.

3.2 Late Payments. Should client fail to pay any fees on the date due for payments, WHL shall have the right to make use of any or all of the following:

a.) assess and collect charges for the delay in an amount constituting five percent (5%) per month of which amount shall not exceed the ceiling provided by law, when available

b.) suspend or terminate any access to any or all of the services of WHL,

c.) terminate the herein Agreement without incurring any liability whatsoever arising from the discontinuance of services due to late payments.

3.3 Continuous Payment. The suspension or termination of WHL services, or of the Agreement, shall not absolve the client from paying any outstanding fees, interests and penalties. Client shall be responsible for any costs for the collection of such fees. Costs herein contemplated shall include, among other expenses rightfully due to WHL, attorney’s fees, expenses of litigation, and payment of damages.

3.4 Refunds. All monies paid to WHL are non-refundable.

ARTICLE 4 - LIMITED WARRANTIES

4.1 Customer Warranty

Client represents and warrants to WHL that:

a) Client has the legal personality or authority, as the case may be, to enter into an Agreement with WHL and perform its obligations under this Agreement;

b) Client shall use WHL’s services and products for lawful purposes;

c) Client shall not violate any existing law, rules or regulations of any country where the project is used. Neither shall client shall violate the intellectual property rights of any person, corporation or legal entity;

d) Client warrants that the project herein or its principal place of business is not located in a country where the activities necessarily arising from the use of the project is prohibited.

e) In any instance client shall receive advice or notice of any claim with regard the project or WHL, Client shall promptly provide WHL with a written notice of such claim.

f) Client agrees to inform WHL via email within three (3) days of any changes, alterations or modifications to the homepage or the project in general.

4.2 WHL Warranty

Web Helpline warrants that:

a) WHL has the legal personality and authority to enter into this Agreement and perform its obligations under this Agreement; and,

b) WHL will perform the services required under this Agreement.

ARTICLE 5 - RECORDS & DOCUMENTS

5.1 Archive. WHL is not responsible for the custody, archiving, safe keeping, as well as of returning or sending to Clients, of documents, graphic work, physical goods or web pages created for clients and/or sent to WHL in any manner or form.

ARTICLE 6 - CANCELLATION

6.1 Cancellation Fee. A 25% fee of the total project cost is charged to the client for any cancellations made to answer for costs of set-up requirements and billing in relation with the Website Design Services where the project billed has not yet begun.

Payments previously paid are already non-refundable even if project has not been completed prior to cancellation.

To Cancel, Client is expected to send a cancellation notice through fax at 630-689-9028 or email at info@webhelpline.net or cancel@webhelpline.net

ARTICLE 7 - MISCELLANEOUS

7.1 Taxes. Client will pay, or when necessary, reimburse WHL for taxes and duties imposed upon and by reason of the performance of WHL of its services, on all sales, use, transfer, privilege, whether international, national, state or local, except income taxes or gross receipts taxes which may be levied against WHL.

7.2 Non-Exclusivity. The parties acknowledge and agree that WHL is providing access to and use of its non-exclusive and non-transferable services to multiple customers.

7.3 Support. WHL agrees to provide live technical support during normal business hours (Monday-Friday, 9:00AM-6:00PM CST). However, our customer support/service is 24/7.

7.4 Severability. If any provision of this Agreement is held to be unenforceable, in whole or in part, the parts deemed unenforceable shall not affect the validity of the others, unless WHL, in good faith, deems the unenforceable provision to be essential, in which case WHL will have the right to terminate this Agreement.

7.5 Notices. Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: a) upon delivery if delivered in person; b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; d) one (1) business day after deposit with a national overnight courier; e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Client, the address listed in WHL’s records, or in the case of WHL, at 1540 Keystone Ct., Elgin, Illinois 60120.

7.6 Assignment. Client will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without WHL’s prior written consent, which consent may be withheld, delayed or conditioned in WHL’s discretion. WHL shall have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Client.

7.7 Force Majeure. Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

7.8 Waiver. Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of WHL. The parties expressly disclaim the right to claim the enforceability or effectiveness of: a) any amendments to this Agreement that are not executed by an authorized representative of WHL and Client; b) any oral modifications to this Agreement; and c) any other amendments that are based on course of dealing, waiver, reliance or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

7.9 Governing Law & Dispute Resolution with Third Party Licensors. This Agreement shall be interpreted and construed in accordance with the laws of the State of Illinois without regard to conflict of law principles. The parties agree that all disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Chicago, Illinois.

7.10 Non-solicitation. Client agrees that during the term of this Agreement and for a period of twelve (12) months after the expiration and non-renewal or termination of this Agreement, Client shall not solicit or attempt to solicit any employee or consultant of WHL. Client further agrees that a violation hereof shall entitle WHL to claim the amount of $100,000.00 as liquidated damages.

7.11 Entire Agreement. This Agreement contains the entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all previous communications, representations, understandings and agreements, either oral or written, between the parties with respect to said subject matter.

7.12 Abuse of Traffic and/or Storage. The intention of WHL is to provide a large space to serve Website documents, not an offsite storage area for electronic files. All of your Website pages (html) must be \'linked\' with files (GIF, JPEG, etc.) stored on WHL\'s server or our Wholesalers. This policy does ONLY apply to Websites that are considered to be abusing services – bandwidth in particular. It is NOT applicable to photo galleries, even if several megabytes of storage space are in use. Websites that are found to contain either no HTML documents or a large number of unlinked files are subject to warning, suspension or cancellation at the sole discretion of WHL management. Traffic will go unmonitored until you reach 6 GB (6,442,450,944 bytes) per month.

7.13 Modification of Terms. WHL reserves the right to modify this Agreement at any time and without advance notice, effective upon making the modified provisions available on the Web Helpline Website. You are responsible for regularly reviewing these documents. Continued use of Services after any such changes shall constitute your consent to such changes. Web Helpline does not and will not assume any obligation to notify you of any changes to this Service Agreement.

7.14 Data Backup. Your use of the service is at your sole risk. Web Helpline is not responsible for files and data residing on your account. You agree to take full responsibility for files and data transferred and to maintain all appropriate backups of files and data.

ARTICLE 8 - COPYRIGHTS AND TRADEMARKS

8.1 WHL will use content approved by you to complete your Website. Any such images and text shall remain your property. You represent to WHL and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WHL are owned by you, or that you have permission from the rightful owner to use each element(s), and will hold harmless, protect and defend WHL from any claim or suit arising from their use.

ARTICLE 9 - DISCLAIMER

DISCLAIMER EXCEPT AS EXPRESSLY PROVIDED IN THIS AGREEMENT, THE WHL SERVICE PROVIDED IS PROVIDED ON AN \"AS IS\", “AS AVAILABLE” BASIS WITHOUT WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NON-INFRINGEMENT. WHL EXPRESSLY DISCLAIMS ANY REPRESENTATION OR WARRANTY THAT THE WHL SERVICE WILL BE ERROR-FREE, TIMELY, SECURE OR UNINTERRUPTED. NO ORAL ADVICE OR WRITTEN INFORMATION GIVEN BY WHL, ITS EMPLOYEES, LICENSORS OR AGENTS WILL CREATE A WARRANTY; NOR MAY YOU RELY ON ANY SUCH INFORMATION OR ADVICE. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL WHL, OR ITS AFFILIATES BE LIABLE FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES THAT RESULT FROM THE USE OF OR INABILITY TO USE THE WHL SERVICE, INCLUDING BUT NOT LIMITED TO RELIANCE ON ANY INFORMATION OBTAINED ON THE WHL SERVICE; OR THAT RESULT FROM MISTAKES, OMISSIONS, INTERRUPTIONS, DELETION OF FILES OR E-MAIL, LOSS OF OR DAMAGE TO DATA, ERRORS, DEFECTS, VIRUSES, DELAYS IN OPERATION, OR TRANSMISSION, OR ANY FAILURE OF PERFORMANCE, WHETHER OR NOT LIMITED TO ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION OR UNAUTHORIZED ACCESS TO WHL RECORDS, PROGRAMS OR SERVICES. YOU HEREBY ACKNOWLEDGE THAT THIS PROVISION WILL APPLY WHETHER OR NOT WHL IS GIVEN NOTICE OF THE POSSIBILITY OF SUCH DAMAGES AND THAT THIS PROVISION WILL APPLY TO ALL SERVICES AVAILABLE FROM USWB AND ITS AFFILIATES. UNDER NO CIRCUMSTANCES, UNDER THE TERMS OF THIS AGREEMENT, SHALL DAMAGES INCLUDE LOSS OF BUSINESS, OR LOSS OF PROFITS WHETHER BASED ON BREACH OF AGREEMENT, BREACH OF WARRANTY, TORT, PRODUCT LIABILITY OR OTHERWISE, NOR SHALL WHL’S LIABILITY TO YOU EXCEED THE AMOUNT PAID BY YOU TO WHL DURING THE THREE (3) MONTH PERIOD PRIOR TO WHEN THE ACTION AROSE. THE TERMS OF THIS SECTION SHALL SURVIVE THE TERMINATION OF THIS AGREEMENT FOR WHATEVER REASON.

ARTICLE 10 - INDEMNIFICATION

10.1 Client agrees to defend, indemnify and hold harmless WHL against any and all claims, losses, penalties, causes of action, damages, liability, costs, expenses (including but not limited to reasonable attorneys’ fees) or claims caused by or resulting indirectly from your use of the Service, without limitation or exception, including your violation of any third-party’s rights, (including, without limitation, infringement of any copyright trademark, service mark, trade secrets, right of privacy or publicity or any other third party right). The terms of this section shall survive the termination of your relationship with WHL.

10.2 By completing our online sign up form, or confirming an order by phone, and giving us the credit card information, it indicates that Client has read and understood the WHL Service Agreement and thus is bound by the terms and conditions stated herein. All transactions entered to us using Client\'s credit card are binding. The undersigned agrees to the terms and conditions contained in this Service Agreement. The undersigned also states that he or she is empowered to enter into this agreement on behalf of the organization or business.

ARTICLE 11 - LIMITATION OF LIABILITY

WHL SERVICES\' LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CLIENT TO WHL THROUGH THE DATE WHL SERVICES\' LIABILITY TO CLIENT ACCRUES. IN NO EVENT SHALL WHL BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

ARTICLE 12 - CONFIDENTIAL INFORMATION

12.1 \"Confidential Information\", as contemplated in this Agreement, shall include the terms of this Agreement, any services provided by WHL, the prices and fees charged under this Agreement, any other materials marked confidential by Client or WHL and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance.

12.2 Each party acknowledges and agrees that:

a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information;

b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and

c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party\'s prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party\'s Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care.

12.3 Confidential Information will not include information that is:

a) publicly available;

b) already in the other party\'s possession and not subject to a confidentiality obligation;

c) obtained by the other party from any source without any obligation of confidentiality;

d) independently developed by the other party without reference to the disclosing party\'s Confidential Information; or

i) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

ARTICLE 13 - TERMINATION & BREACH OF CONTRACT

13.1 Termination by WHL. Web Helpline shall have the right, upon written notice to Client, to terminate this Agreement, sue and/or make client liable for breach, if:

a) Client fails to comply with its payment obligations under this Agreement;

b) Client materially breaches any term or condition this Agreement;

c) Client terminates or suspends its business activities, becomes insolvent, or becomes subject to any bankruptcy or insolvency proceeding, or assigns the project to creditors, or becomes subject to direct control of a trustee, receiver or similar authority.

d) Client infringes or duplicates the website subject of this Agreement, while having an outstanding balance, within one year from affectivity date of this Agreement.

13.2 Termination by Client. Client shall have the right, upon written notice to WHL, to terminate this Agreement if WHL is in material breach of this Agreement and it fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

13.3 Survival. Any provisions of this Agreement that by their nature should survive termination of this Agreement will survive termination of this Agreement, unless contrary to the pertinent provisions herein stated.

13.4 Abandonment of Project. A project manager will be working with the client in every phase to assure that requests are processed. However, if any response or approval is not received from the client for more than 30 days, the project will be considered finished.

You agree to maintain Service for an initial term of one (1) year which includes one year domain and hosting for the website. After the initial term, Service will automatically renew for successive annual periods. You may terminate the Service at the end of the initial term or at any time during any renewal term by providing not less than thirty (30) days written notice to Web Helpline. The termination notice must be sent to customerservice@webhelpline.net. If you terminate your Service prior to the end of the initial term, you will be liable for an early termination fee amounting to the unpaid balance of the total package price.

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