Terms of Agreement

TERMS OF AGREEMENT

By entering into any contract or agreement with WebbyGuru for products and/or services to be provided by WebbyGuru, including without limitation ordering any products or services through the WebbyGuru web site and/or participating in any affiliate program offered from time to time by WebbyGuru (hereinafter referred to as your “Contract” with WebbyGuru), you hereby agree to abide by, comply with and be legally bound by the policies, terms and conditions hereinafter set forth (these “Terms and Conditions”).

For purposes of these Terms and Conditions, references to the products and/or services provided by WebbyGuru shall include, without limitation, logos, designs, names, graphics or similar materials or information, whether or not protectable, corporate gift items, printing services, web design, screen savers, stationery, brochures, marketing materials and other design services, all affiliate programs offered by WebbyGuru from time to time and any and all future product or service offerings of WebbyGuru.

If you do not agree with any provision of these Terms and Conditions, you should not order any products or services from WebbyGuru, participate in any affiliate program offered by WebbyGuru, or enter into your Contract with WebbyGuru. These Terms and Conditions are hereby incorporated by reference into your Contract. To the extent that any provision of these Terms and Conditions conflicts with any provision of your Contract, the provision set forth herein shall be deemed amended so as to be consistent with the provisions of your Contract.

WebbyGuru reserves the right to modify, amend, update and change these Terms and Conditions and will supply email or other means to our affiliates of these changes. You are responsible for regularly viewing these Terms and Conditions. You acknowledge and agree that WebbyGuru shall not be liable to you or to any third party for any modification, amendment, suspension, discontinuance or other change to these Terms and Conditions.

LOGO DESIGN TECHNICALITIES
The logo designed will have a CMYK color model. If Pantone colors are needed the exact values should be specified.
The source file will be .ai [Adobe Illustrator 10], which will be converted to curve and thus allow editing of size, color etc but the fonts will be converted into paths/outlines/graphic objects.

Other formats sent will be:
• Freehand 10
• Meta file .wmf (used for clipart)
• JPEG (for screen view)
• TIFF (CMYK Printable)
• EPS (scalable file for printing)
• GIF(RGB color file with transparent background)

PAYMENT
Payment in full for any and all products and services to be provided by WebbyGuru under your Contract is due in advance of the commencement of any work by WebbyGuru unless otherwise agreed upon by WebbyGuru. WebbyGuru shall be entitled, in its sole and absolute discretion, to withhold any products or services it is otherwise obligated to deliver or provide under your Contract until such time as payment in full has been received therefor. WebbyGuru.com will notify you of any additional charges under your Contract prior to commencing performance of its obligations thereunder.

In any event, any deposited funds for a project shall not be subject to a refund after delivery of the 1st set of logos. Unless WebbyGuru cancels or terminates your Contract for a reason other than your breach or non-performance, WebbyGuru shall not refund any portion of your purchase price. If for any reason a refund is granted, WebbyGuru shall be entitled to retain any and all initial deposits previously received as payment for services that have been rendered.

WebbyGuru will only refund your money if its management team has deemed that WebbyGuru has not delivered products or services in an efficient and effective manner as promised.

DELIVERY AND ACCEPTANCE
Upon completion of its products and/or services in accordance with the terms and conditions set forth in your Contract, WebbyGuru shall deliver your product and/or service to a temporary location designated by WebbyGuru for your review. WebbyGuru will notify you via e-mail of such completion and delivery, and the manner in which you may access the temporary location for purposes of reviewing your product and/or service. You shall have 60 business days from the date of delivery to said temporary location to notify WebbyGuru in writing of your acceptance or rejection of the product and/or service. Your failure to notify WebbyGuru in writing of your rejection of the product and/or service within said 60 day period shall constitute your acceptance of the product and/or service. In the event you reject the product and/or service, you shall notify WebbyGuru in writing of your rejection within said 60 day period, including a detailed explanation for such rejection, following which WebbyGuru shall use commercially reasonable efforts to provide a substitute or replacement product or service as soon as practicable. Upon your written acceptance of the product or service, or any substitute or replacement product or service, WebbyGuru shall release and deliver the same to you, to such location and in such format as agreed upon in your Contract. This project will be determined to be closed if we do not have written, phone or in person contact from 60 days from the last revision. The project may be re-opened only upon WebbyGuru’s discretion.

PROPRIETARY RIGHTS
You represent and warrant that you are the owner of or have the exclusive right to use any and all proprietary information you provide to WebbyGuru in furtherance of or in connection with your Contract, including without limitation any and all trade names, trademarks, copyrights, graphics, designs, logos and similar materials or information.

WebbyGuru MAKES NO REPRESENTATION OR WARRANTY THAT IT HAS THE EXCLUSIVE RIGHT, TITLE AND INTEREST IN AND TO THE PRODUCTS AND/OR SERVICES PROVIDED TO YOU OR THAT SUCH PRODUCTS AND/OR SERVICES DO NOT AND WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. WebbyGuru WILL NOT TAKE ANY ACTION IN FURTHERANCE OF PROTECTING THE PRODUCTS AND/OR SERVICES TO BE DELIVERED UNDER YOUR CONTRACT, AND WILL DELIVER THE SAME “AS IS” AND WITHOUT ANY REPRESENTATION OR WARRANTY AS TO YOUR ABILITY TO USE SUCH PRODUCTS AND/OR SERVICES OR TO OBTAIN TRADEMARK, COPYRIGHT OR SIMILAR PROTECTION OF SUCH PRODUCTS AND/OR SERVICES, IN THE UNITED STATES OR ANY OTHER JURISDICTION.

Upon your acceptance of the product or service and WebbyGuru’s receipt of payment in full therefor, WebbyGuru will assign, convey, transfer and deliver all of its right, title and interest in and to the products and/or services developed by WebbyGuru for you under the terms of your Contract. Any products or services, including samples, rejected or otherwise not delivered by WebbyGuru and accepted by you shall at all times remain the property of WebbyGuru and you shall have no right in or to such products or services.

WebbyGuru retains and reserves the perpetual, royalty-free right to use any and all products and/or services developed by WebbyGuru for display and self-promotional purposes, regardless of your acceptance and WebbyGuru’s delivery of the same to you.

TERMINATION
WebbyGuru reserves the right, in its sole discretion and for any reason whatsoever, to reject, cancel or terminate, permanently or temporarily, your order for any product or service offered by WebbyGuru, your participation in any affiliate program offered by WebbyGuru, your Contract and/or your access to the WebbyGuru Site web site, at any time and without prior notice. You agree that WebbyGuru shall not be liable to you or any third party for any rejection, cancellation or termination of your order, your participation in any affiliate program, your Contract or your access to the WebbyGuru web site. In the event that WebbyGuru rejects, cancels or terminates your Contract, your participation in any affiliate program or your order for a reason other than your breach or non-performance under your Contract, WebbyGuru will return any amounts prepaid by you relating to the rejected, canceled or terminated Contract or order.

DISCLAIMER OF WARRANTIES
YOU HEREBY EXPRESSLY ACKNOWLEDGE AND AGREE THAT THE INFORMATION, SOFTWARE, CODES, PRODUCTS, SERVICES, TEXT, GRAPHICS, LOGOS OR OTHER ITEMS AND MATERIALS PROVIDED OR MADE AVAILABLE BY WebbyGuru ARE PROVIDED “AS IS” WITHOUT ANY EXPRESS OR IMPLIED WARRANTY OF ANY KIND.
TO THE FULLEST EXTENT PERMITTED BY LAW, WebbyGuru HEREBY DISCLAIMS ALL IMPLIED WARRANTIES OF ANY KIND, INCLUDING WITHOUT LIMITATION WARRANTIES OF MERCHANTABILITY, SUITABILITY, INFRINGEMENT OF INTELLECTUAL PROPERTY RIGHTS, OR FITNESS FOR A PARTICULAR PURPOSE. WebbyGuru MAKES NO WARRANTY THAT ITS PRODUCTS OR SERVICES WILL BE PROVIDED IN A TIMELY AND SECURE MANNER, OR WITHOUT ERRORS OR DEFECTS, OR THAT ITS PRODUCTS OR SERVICES WILL NOT INFRINGE ON THE INTELLECTUAL PROPERTY OR PROPRIETARY RIGHTS OF ANY THIRD PARTY. WebbyGuru DOES NOT WARRANT THAT THE RESULTS OBTAINED FROM YOUR USE OF THE PRODUCTS OR SERVICES PROVIDED BY WebbyGuru WILL MEET YOUR EXPECTATIONS.

LIMITATION OF LIABILITY
TO THE FULLEST EXTENT PERMITTED BY LAW, IN NO EVENT SHALL WebbyGuru OR ANY SUBSIDIARY, AFFILIATE, OFFICER, DIRECTOR, SHAREHOLDER, AGENT, EMPLOYEE OR REPRESENTATIVE THEREOF BE LIABLE TO YOU OR ANY THIRD PARTY MAKING A CLAIM THROUGH YOU FOR ANY DAMAGES WHATSOEVER, INCLUDING BUT NOT LIMITED TO ANY SPECIAL, INCIDENTAL, DIRECT, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES WHATSOEVER (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOSS OF PROFITS, LOSS OF USE, BUSINESS INTERRUPTION OR LOSS OF INFORMATION OR THE COST OF PROCUREMENT OF SUBSTITUTE PRODUCTS OR SERVICES), ARISING OUT OF OR RELATED TO YOUR CONTRACT, THESE TERMS AND CONDITIONS, YOUR PARTICIPATION IN ANY AFFILIATE PROGRAM OFFERED BY WebbyGuru, OR THE PRODUCTS OR SERVICES PROVIDED BY WebbyGuru TO YOU, EVEN IF WebbyGuru HAS BEEN ADVISED OF THE POTENTIAL FOR SUCH DAMAGES AND WHETHER SUCH DAMAGES ARISE IN CONTRACT, NEGLIGENCE, TORT, UNDER STATUTE, IN EQUITY, AT LAW OR OTHERWISE. NOTWITHSTANDING ANY PROVISION TO THE CONTRARY CONTAINED IN YOUR CONTRACT OR THESE TERMS AND CONDITIONS, WebbyGuru’S LIABILITY TO YOU FOR ANY DAMAGES RELATED TO OR ARISING OUT OF YOUR CONTRACT, YOUR PARTICIPATION IN ANY AFFILIATE PROGRAM OFFERED BY WebbyGuru, OR WebbyGuru’S PROVISION OF PRODUCTS OR SERVICES SHALL NOT EXCEED THE AGGREGATE AMOUNT PAID BY YOU TO WEBBYGURU UNDER YOUR CONTRACT, PURSUANT TO SUCH AFFILIATE PROGRAM, OR FOR SUCH PRODUCTS OR SERVICES.

INDEMNIFICATION
You agree to indemnify and hold WebbyGuru, its subsidiaries, affiliates, directors, officers, shareholders, agents and employees, harmless from and against any loss, damage, liability, cost or expense of any kind, including attorneys’ fees, incurred by WebbyGuru in connection with a third party claim, demand or otherwise, due to, arising out of, related to or otherwise attributable to the actual or alleged infringement or violation of any intellectual property right asserted by a third party, or otherwise arising out of or related to (i) any materials or intellectual property provided by you in furtherance of the project contemplated by your Contract, (ii) your use of any of the products or services provided by WebbyGuru pursuant to your Contract, or (iii) your participation in any affiliate program offered by WebbyGuru.

COPYRIGHT AND TRADEMARK NOTICES
All intellectual property of WebbyGuru, including all web site screens and portions thereof, graphics, original text elements, site design, logos, pictures and icons, as well as the selection, format and organization thereof, constitute proprietary and confidential information that is protected by applicable intellectual property and other laws. Except as expressly authorized by WebbyGuru in writing or otherwise required by applicable law, any rent, lease, sale, modification, duplication, distribution, alteration, retransmission or publication of any intellectual property or proprietary information of WebbyGuru is strictly prohibited.

Copyright © 2003-2005 by WebbyGuru.com. All rights not expressly granted herein are reserved.

GOVERNING LAW
These Terms and Conditions shall be interpreted, construed, governed by and enforced in accordance with the laws of the State of Delaware. Under no circumstances shall the laws of any other state be applied, even where such a result would be implicated by conflict of law principles. You hereby irrevocably consent to the personal and exclusive jurisdiction and venue of the federal and state courts located in Delaware regarding any and all disputes relating to your Contract or these Terms and Conditions.

GENERAL
These Terms and Conditions, together with your Contract, shall constitute the sole agreement and understanding between you and WebbyGuru regarding the matters set forth herein, and any and all previous agreements and understandings between or among you and WebbyGuru regarding the subject matter hereof, whether written or oral, other than your Contract, are superseded by these Terms and Conditions. No agreement or other understanding other than your Contract purporting to modify these Terms and Conditions shall be binding upon WebbyGuru unless otherwise agreed to by WebbyGuru in writing. The failure of WebbyGuru to exercise or enforce any right or provision of these Terms and Conditions shall not constitute a waiver of such right or provision. Any provision of these Terms and Conditions which is invalid or unenforceable in any jurisdiction shall be ineffective to the extent of such invalidity or unenforceability without invalidating or rendering unenforceable the remaining provisions hereof; and any such invalidity or unenforceability in any jurisdiction shall not invalidate or render unenforceable such provision in any other jurisdiction.

Any questions concerning these Terms and Conditions should be directed to:

WebbyGuru.com

Attention: Zaheer H. Dodhia

Email: dodhia@WebbyGuru.com

Phone: 877-525-5646 (Mon-Fri, 9-5:30 pm EST)
Fax: (215)-827-5299