1. SERVICES RENDERED. Floristboard.NET (hereinafter "Floristboard") agrees to perform following Web Site Initial Setup: Standard Web Site Initial Setup to include: - Provide Secure Ordering. - Shopping Cart that allows multiple items per order. - Shopping Cart that figures Tax. - Transmission of all orders to the FAS mainframe computer. - Email Confirmation of all orders sent to customer and flower shop. - Administration Pages that allow for self-administration of certain areas of the site. - 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 (excludes any annual domain registration fees.) Web Hosting Services include: - Hosting of website on a Windows 2000 Server. - Unlimited number of catalog items (subject to disk space limit of 30 MB.) - Unlimited Transfer of all orders to FASnet. - 3 Megabits of disk space. - 500 Megabits per month 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. 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 Standard Web Site Initial Setup Fee. Hosting Fee is $19.99 per month for a secure web site, 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. The hosting fee shall include free upgrades as offered occasionally to all FLORISTBOARD customers. 3. TERM. The term of this License Agreement shall be one year. At the end of this initial term, the term may be extended on a yearly basis for a fee to be agreed upon by both Client and FLORISTBOARD. 4. 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. 5. 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 additional standard Web pages beyond the original number of pages specified above, the client agrees to pay FLORISTBOARD an additional $40 per hour. 6. 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. 7. PAYMENT. Client agrees to pay to FLORISTBOARD an initial sum of $350 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 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. 8. SUBCONTRACTING. FLORISTBOARD reserves the right to assign other Web designers or subcontractors to this project. 9. 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. 10. 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. Copyright to the HTML code of Web pages is the property of the Client. Copyright of the ASP, VBScript, Visual Basic, and SQL server stored procedure source code produced by FLORISTBOARD is owned by FLORISTBOARD. FLORISTBOARD hereby licenses to client the right to use FLORISTBOARD's ASP, VBScript, Visual Basic, and SQL server stored procedure source code on FLORISTBOARD's servers to operate a website. 11. 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. 12. LITIGATION. Any disputes arising from this contract will be litigated or arbitrated in Snohomish County, Washington. This Agreement shall be governed and construed in accordance with the laws of the State of Washington, USA. Undersigned hereby agree to the terms, conditions and stipulations of this agreement on behalf of his or her organization or business. This Agreement constitutes the entire understanding of the parties. Any changes or modifications thereto must be in writing and signed by both parties. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date indicated below: _______________________________________ Date ________________ CLIENT Name & TITLE: _______________________________________ Date ________________ Brian Faucher, Owner Floristboard.net 5308 145th St SW Edmonds, WA 98026 support@floristboard.net Web Site License Agreement 08/23/03