SMALL PLANET MARKETING GENERAL TERMS AND CONDITIONS

Timely Response
Client is engaging SMALL PLANET MARKETING as an independent consultant for Products and Services. SMALL PLANET MARKETING and Client must work together to complete the project in a timely manner. Much of this depends on receiving the appropriate materials from Client.

We ask that Client provide a reasonable response time (24 to 72 hours) to requests for approval, revisions, information, content, etc. If Client does not supply SMALL PLANET MARKETING any such requested text, graphics, or other information necessary to complete this project as outlined in the Work Order within five (5) business days from the request, a penalty fee of $50 per day of Client delay will be billed to Client. If Client does not deliver any such requested items within ten (10) business days from the date of request, or for any period extending ten (10) business days or more, this Agreement will be considered “on hold” and full payment for any outstanding work (plus penalty fee) will be due in full prior to continuing the project. After fifteen (15) business days of Client delay or inactivity, the Work Order will be automatically cancelled and subject to the cancellation terms as defined below, plus any penalty fees. No additional charges will apply unless Client does not respond to a request for information, change, or other necessary step to completion.

Additional Services
Any revisions, changes or additions Client wishes SMALL PLANET MARKETING to perform not specified in this document or the Work Order shall be considered "additional" and will require a separate Work Order and payment for any such services.

Additional Expenses
Client agrees to reimburse SMALL PLANET MARKETING for any additional expenses necessary for the completion of Client project. Additional expenses include but are not limited to all travel expenses, purchase of special fonts, stock photography etc. No additional expenses will apply without Client’s prior written approval.

Maintenance
Unless otherwise specified, the Work Order do not include maintenance services. Upon project completion, Web page maintenance or other maintenance services will be the responsibility of Client. If a Maintenance Work Order is entered into between SMALL PLANET MARKETING and Client, it shall be under a separate Work Order. However, these Terms and Conditions do include minor modifications and corrections requested within a two-week period from project completion of no more than sixty (60) minutes total, including updating links and making minor changes to text. If Client or an agent other than SMALL PLANET MARKETING attempts to update Client’s website pages or other design or copywriting works during or after the design and development phase, or otherwise cause additional work to be done, time to repair the work will be assessed at the hourly rate of $150.00, and is not included as modification time.

Payment Terms
All services agreed to in these Terms and Conditions and the attached Work Order shall be provided for the price specified in the Work Order. Payment shall be by cash, check, money order, or credit card in U.S. dollars, and made payable to “SMALL PLANET MARKETING”. No additional charges will apply without prior written (electronic mail is acceptable) approval by both SMALL PLANET MARKETING and Client.

Unless otherwise stated in the attached Work Order, the following standard terms apply. A minimum deposit of fifty percent (50%) of the total amount of Client’s project is required to start this project. During the draft and revision stage, typographical errors, design changes, and other corrections will be made according to the instructions of Client. PAYMENT MUST BE MADE IN FULL BEFORE WORK WILL BE RELEASED TO CLIENT.

Invoices are due upon receipt. A service charge of the lesser of one and one-half percent (1?%) per month or the maximum allowed by law will be charged on passed due balances commencing on the day payment is due.

Refund Policy
If Client applies by registered letter via United States mail for a refund within seven (7) days of signing the Work Order, work already completed shall be billed at the hourly rate of $150.00 and deducted from the initial payment. If the work that has been completed is beyond the amount covered in the initial payment, Client shall be liable to pay for all work completed at the hourly rate of $150.00.

Cancellation
In the event that work is postponed or cancelled at the request of Client, SMALL PLANET MARKETING shall have the right to bill pro-rata for work completed through the date of that request, while reserving all rights under the Work Order. If additional payment is due, payment shall be due within five (5) business days of Client’s notification to stop work. In the event of cancellation, Client shall also pay any expenses incurred by SMALL PLANET MARKETING and SMALL PLANET MARKETING shall own all rights to the work until Client has paid as agreed.

Copyrights and Trademarks
Client represents to SMALL PLANET MARKETING and guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to SMALL PLANET MARKETING for inclusion in Client project are owned by Client, or that Client has permission from the rightful owner to use each of these elements.

Unless otherwise specified, all trademarks, service marks and logos not furnished by Client are registered and unregistered trademarks of SMALL PLANET MARKETING, its affiliates or third parties. Nothing in these terms and conditions shall be construed as granting by implication, estoppel or otherwise, any license or right in and to the trademarks, service marks and logos without the express written permission of SMALL PLANET MARKETING or the applicable third party. Any use of the trademarks, service marks and logos is strictly prohibited.

Non-Disclosure
SMALL PLANET MARKETING, it’s employees and subcontractors agree that, except as directed by Client, SMALL PLANET MARKETING will not at any time during or after the term of the Work Order disclose any Confidential Information of Client.

Warranties
SMALL PLANET MARKETING represents and warrants to Client that it has the experience and ability to perform the services required by the Work Order; that SMALL PLANET MARKETING will perform said services in a professional, competent and timely manner; that it has the power to enter into and perform according to these Terms and Conditions and those of the Work Order. THE FOREGOING WARRANTY IS IN LIEU OF ALL OTHER WARRANTIES, EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, OR OF ANY OTHER WARRANTY OBLIGATION ON THE PART OF SMALL PLANET MARKETING.

Limitation of Liability
SMALL PLANET MARKETING shall not be liable for any special, incidental, or consequential damages, including, without limitation, any damages relating to lost profits, lost savings, business interruption, delay damages, damages for third party claims, lost or destroyed data, even if that party has been advised of the possibility of such damages.

For all claims whatsoever arising in contract or tort, relating to or for breach of any term, condition, warranty, undertaking or representation under these terms and conditions, whether in contract or in tort including negligence, SMALL PLANET MARKETING’S total liability shall not exceed the amount of fees paid by Client to SMALL PLANET MARKETING for the particular task or specified final deliverable for which breach is claimed.

Indemnification
Client agrees to defend, indemnify and hold harmless SMALL PLANET MARKETING, its officers, directors, employees, agents and affiliates from and against any claims, actions or demands, including without limitation, reasonable legal and accounting fees, alleging or resulting from Client’s breach of these Terms and Conditions and the attached Work Order.

Arbitration
Unless expressly stated, all legal issues arising from or related to the use of Products and Services shall be construed in accordance with and all questions with respect thereto shall be determined by the laws of the State of California applicable to contracts. Any controversy or claim arising out of or relating to these Terms and Conditions and the Work Order or any Client’s use of Products and Services shall be settled by binding arbitration in accordance with the commercial rules of the American Arbitration Association. Any such controversy or claim shall be arbitrated on an individual basis and shall not be consolidated in any arbitration with any claim or controversy of any other party. The arbitration shall be conducted in San Diego, California and judgment on the arbitration award may be entered into in any state or federal court in California having jurisdiction thereof. Any party seeking temporary or preliminary injunctive relief may do so in any state or federal court in California having jurisdiction thereof. Except as set forth above, the state and federal courts of California shall be the exclusive forum and venue to resolve disputes arising out of and relating to these Terms and Conditions or any Client’s use of Products and Services. By using these Products and Services and thereby agreeing to these Terms and Conditions, Client consents to the personal jurisdiction and venue in the state and federal courts in California. Client shall pay all arbitration, court costs and reasonable attorney’s fees on any award or judgment in favor of SMALL PLANET MARKETING.

Entire Understanding
These Terms and Conditions and the Work Order constitute the sole agreement between SMALL PLANET MARKETING and Client regarding Products and Services. These Terms and Conditions and the Work Order shall be governed and construed in accordance with the laws of the State of California. The parties agree that if any part, term, or provision of this Agreement shall be found illegal or in conflict with any valid controlling law, the validity of the remaining provisions shall not be affected thereby.