eStore Agreement

This Agreement between two entities or parties contains the complete terms and conditions agreed to by IHS, Incorporated, hereafter known simply as IHS, and

____________________________________________________________________ hereafter known simply as "the customer." These terms and conditions within this agreement cover the building of an eStore Website on the world-wide-web for the customer by IHS. It is hereby agreed that the eStore Website shall be generally patterned after the website www.NeatStuffForMen.Com, which is owned and operated by IHS, except as noted in this agreement.

No other agreements of any kind whatsoever, whether written, verbal or otherwise, shall hereafter be in effect concerning this website unless both IHS and the customer agree to them in writing. This agreement is understood to supercede any previously-existing agreements, whether verbal, written, implied, or explicitely stated, or otherwise. Both parties understand and agree that no promise, warranty or guarantee of any kind is made by either the customer or by IHS, whether written, verbal, or otherwise, than what is set forth in this agreement.

Be it known by all parties that the terms and conditions of this agreement shall endure to the benefit of, and be binding and enforceable against both the customer and IHS, their heirs, successors, assigns, agents, and representatives. Also, be it known that, in the event any portion(s) of this agreement shall be found or ruled to be unlawful or invalid for any reason whatsoever, said finding or ruling shall not affect any other portion(s) of this agreement so that all other portion(s) of this agreement shall remain in effect and unaffected by said finding or ruling. Further, be it known that failure to enforce strict performance of any provision(s) of this agreement by either party will not constitute a waiver of that party's right to subsequently enforce such provision(s) or any other provision(s) of this agreement.


Definition of Terms

"eStore" is here defined as the ability to sell merchandise and accept payment (as outlined below) via the inernet.

"Website" is here defined as a single domain on the world-wide-web, hereafter known as the "internet."

"Domain" is identified as a single URL or address on the world-wide-web, i.e., www.NeatStuffForMen.Com is a domain, www.Microsoft.Com is a domain, etc.

"Host" is defined as any computer, anywhere. The term "remote host" is defined as the computer where the website software and data shall be located for access by the internet. The term "local host" is defined as the computer operated by the customer.

"Building of the website" shall be defined as preparing a website on a remote host so that the customer can enter product and/or other information (as outhlined below) in the form of data onto the remote host and said data will then be accessible via the internet to those who visit the website via the internet.

"HDD" is defined as a hard disk drive used to store data on a host, whether local or remote.

"Homepage" is defined as the first page a visitor to the eStore Website sees when they visit the website on the internet.

"Code" is defined as anything written using a computer-programming language. This includes, but is not limited to, HTML, DHTML, XML, VB, VB.NET, C/C++/C#, ASP, ASP.NET, PERL, etc.

Steps to be taken by both parties

1. Upon signing of this agreement, the customer will pay to IHS a sum equal to one-half of the total amount that is to be paid to IHS under this agreement. In this case, the total amount will be $___________ and the customer will pay at signing the sum of $______________.

2. IHS will then assist the customer in determining an unused domain name that will serve as the name for the website. The customer understands that availability of any given name is not something that can be assured ahead of time and that for any domain name, availability is on a strict first-come-first-served basis.

3. Upon agreement on a domain name, IHS will, as quickly as possible, attempt to register said domain name for the customer. Should the chosen domain name be taken by someone else during the interim, IHS shall be held blameless and both parties shall revert to the previous step to find an available name.

4. Once the domain name is registered, IHS will take the necessary steps to establish the DNS linkages that enable people on the internet to access the website.

5. Once the DNS linkages are established, IHS will load software onto the website and prepare it to accept the customer's data. The website background will be _______________________________________ and the text color will be _____________________________.

6. IHS will establish for the customer the following email addresses:

   Sales@CustDomain.xxx
   CustomerService@CustDomain.xxx
   OnlineOrder@CustDomain.xxx
   Payments@CustDomain.xxx
   

   Plus up to five other email accounts as CustName@CustDomain.xxx. In each case, CustDomain.xxx represents the customer's domain name as registered in the preceding steps.

7. IHS will setup email forwarders so that all mail will be delivered as follows:
   Sales@CustDomain.xxx will deliver to ____________________@CustDomain.xxx

   CustomerService@CustDomain.xxx will deliver to _____________________@CustDomain.xxx

   OnlineOrder@CustDomain.xxx will deliver to _______________________@CustDomain.xxx

8. IHS will setup the account so that unrouted mail will deliver to
   _____________________________________________ (normally "fail," but can deliver to any email account)

9. IHS will setup auto-responders so that whoever sends mail to CustomerService@CustDomain.xxx will automatically receive a positive confirmation that the mail was received and is being reviewed.

10. IHS will setup auto-responders so that whoever sends mail to Sales@CustDomain.xxx will automatically receive a positive confirmation that the mail was received and is being reviewed.

11. IHS will setup a "Contact-Us" page on the website giving visitors the option to send email to CustomerService@CustDomain.xxx or regular mail to:
    

    ____________________________________________
    

    ____________________________________________
    

    ____________________________________________
    

    ____________________________________________
    and, if desired, giving the following telephone and/or FAX numbers

    Phone:________________________________
    

      FAX:________________________
    

12. The customer will email text for an "About Us" page to IHS. Said text shall be built using the simple Notepad editor found in all Windows applications. If the customer wishes to make something come out in bold text, the customer will enclose the portion that is to be bold within the HTML tags, "<B> and </B>," hence, if the customer wanted the name Jane to be bold text, the customer would type "<B>Jane</B>" (no quotes) to so indicate. If the customer wants something underlined, in a similar manner, the information to be underlined would be included within the HTML tabs "<U> and </U>. Hence, if the customer wanted the name Jane to be underlined, the customer would type "<U>Jane</U> to so indicate. The customer may at his/her discretion, include other HTML tags within the "About Us" page text, but IHS will be held blameless for how this text actually works in the various browsers.

13. Using the text the customer has emailed to IHS, IHS shall build an "About Us" page on the website that is compatible with the rest of the website. IHS will add HTML tags and other computer-language required to make the text function properly, but will not be held responsible for the customer's textual or graphic content. The customer agrees to hold blameless and to fully indemnify IHS for any suits, judgements, settlements, or other actions or judgements or settlements arising from the content of the text or graphics provided to IHS by the customer.

14. The customer will email text and a picture for a "corporate-gifts" page to IHS. Said picture is to be in .JPG format. Said text shall be built using the simple Notepad editor found in all Windows applications. If the customer wishes to make something come out in bold text, the customer will enclose the portion that is to be bold within the HTML tags, "<B> and </B>," hence, if the customer wanted the name Jane to be bold text, the customer would type "<B>Jane</B>" (no quotes) to so indicate. If the customer wants something underlined, in a similar manner, the information to be underlined would be included within the HTML tabs "<U> and </U>. Hence, if the customer wanted the name Jane to be underlined, the customer would type "<U>Jane</U> to so indicate. The customer may at his/her discretion, include other HTML tags within the "corporate-gifts" page text, but IHS will be held blameless for how this text actually works in the various browsers. The customer understands that IHS may have to resize any graphics images to make them usable on the website. The customer agrees to hold blameless and to fully indemnify IHS for any suits, judgements, settlements, or other actions or judgements or settlements arising from the content of the text or graphics provided to IHS by the customer.

15. Using the text and picture the customer has emailed to IHS, IHS shall build a "Corporate-gifts" page on the website that is compatible with the rest of the website. IHS will add HTML tags and other computer-language required to make the text function properly, but will not be held responsible for the customer's textual or graphic content.

16. IHS will, as part of the website, prepare a header and a footer template file for the customer's photo-shopping pages. (The photo-shopping pages will be built by the customer, using these header and footer files, at a later stage during website development.)

17. IHS will, as part of the website, prepare a header and a footer template file for the customer's photo-shopping contents page. (The photo-shopping-content page will be built by the customer, using these header and footer files, at a later stage during website development.)

18. IHS will, as part of the website, prepare a header and a footer template file for the customer's calendar page. (The calendar page will be built by the customer, using these header and footer files, at a later stage during website development.)

19. The customer will review the privacy policy used by IHS and shall email to IHS either an acceptance of this privacy policy or a revised privacy policy that the customer wishes to use on the website.

20. Using the text designated by the customer, IHS will, as part of the website, prepare a Privacy-policy page that is compatible with the remainder of the website.

21. The customer will review the "FAQ's" information used by IHS and shall email to IHS either an acceptance of this FAQ's text or revised FAQ's text that the customer wishes to use on the website.

22. Using the text designated by the customer, IHS will, as part of the website, prepare a FAQ's page that is compatible with the remainder of the website.

23. The customer will email to IHS text that is to be used on the homepage of the website. Said text shall be built using the simple Notepad editor found in all Windows applications. If the customer wishes to make something come out in bold text, the customer will enclose the portion that is to be bold within the HTML tags, "<B> and </B>," hence, if the customer wanted the name Jane to be bold text, the customer would type "<B>Jane</B>" (no quotes) to so indicate. If the customer wants something underlined, in a similar manner, the information to be underlined would be included within the HTML tabs "<U> and </U>. Hence, if the customer wanted the name Jane to be underlined, the customer would type "<U>Jane</U> to so indicate. The customer may at his/her discretion, include other HTML tags within the "About Us" page text, but IHS will be held blameless for how this text actually works in the various browsers.

24. The customer will email to IHS any graphics, that are to appear on the webpage along with a detailed description of where said graphics are to appear on the page. Said graphics images will either be .JPG or .GIF files.

25. Using the text and graphics emailed to IHS by the customer, IHS will build the homepage. Said homepage shall include within its computer-language coded information designed to help it gain positioning within the internet search engines. The customer understands that IHS may have to resize any graphics images to make them usable on the website. The customer also agrees that IHS may, at the sole discretion of IHS, place a notice that the website was built by IHS on the homepage and that IHS will, at the sole discretion of IHS, place link(s) to the customer's homepage on websites that are owned and operated by IHS. The customer agrees to hold blameless and to fully indemnify IHS for any suits, judgements, settlements, or other actions or judgements or settlements arising from the content of the text or graphics provided to IHS by the customer.

26. IHS will supply to the customer on CDRom a proprietary, trade-secret, software package with online documentation. This software package is designed to help the customer build and maintain the data for the website. This software package is to be loaded on the customer's HDD and the customer is hereby licensed to use the software on ______________ host(s). The customer hereby agrees that this is proprietary software is a trade-secret belonging to IHS and the customer understands and agrees that said software is not to be shared, distributed, sold, reverse-engineered, or otherwise tampered with in any way.

    The customer hereby agrees to be fully responsible for maintaining the privacy of said software and to keep said software safe from being shared, distributed, sold, reverse-engineered, or otherwise tampered with. Should the customer resign from this agreement at a later time, the customer agrees to remove all copies of the software package from all HDD's and return the software CD's to IHS.

    The customer hereby understands and agrees that the software in question will, from time to time, identify itself to IHS and show the unique MAC address of the host where it is running along with the software serial number. IHS will confirm that the software is properly registered to run on the host in question and if it is not, the software may, at the sole discretion of IHS, be prevented from working.

27. IHS will supply the customer with a data-setup template and also with certain free software that is to be loaded onto the customer's local host HDD for use in building and maintaining the data and images that are to be used on the website. This will be supplied on CDRom and may be included on the same CDRom as the IHS proprietary, trade-secret software discussed above.

28. If the customer's computer is within 60 miles of IHS's office location, IHS will load all of the above-mentioned software onto the customer's HDD and configure the software for the customer's use. If travel beyond 60 miles is involved, and the customer wants IHS to load the software and configure it at the customer's location, the customer agrees to pay IHS for office-door to office-door time and expenses as outlined on the www.IHSSoftware.com website on the date when this agreement is signed. The customer may deliver or ship the computer to IHS and IHS will load the software and configure it with no additional charges other than return shipping costs (if any).

29. The customer will be responsible for procuring a digital camera of sufficient quality that it can be used to take product pictures for display on the website.

30. The customer will be responsible for obtaining graphics software that will allow resizing of pictures to make them fit on the website pages and that will allow these images to be saved as either .jpg or .gif formats.

31. The customer will prepare and have ready to type product descriptions and pictures for at least 10 product items. There will be 2 pictures of each item
    1. A .jpg file that should be either 300 pixels high or 300 pixels wide where 300 pixels is the larger dimension and the other dimension is as required to maintain the picture's perspective.
    2. A .jpg or .gif file that should be either 80 pixels high or 80 pixels wide where 80 pixels is the larger dimension and the other dimension is as required to maintain the picture's perspective.

32. The customer will have at least 4 dates' information ready to enter into the calendar page.

33. If the customer is within 60 miles of IHS's office location, once the software is loaded on the customer's computer, IHS will provide up to 5 hours of on-site customer instruction covering use of the software. If the user wishes to come to the IHS office location, IHS will provide up to 5 hours of on-site customer instruction covering use of the software. It will be the customer's responsibility to set aside an uninterupted block of time for this training and to insure that it is uninterupted. This training will include, but is not limited to the following:
    1. IHS will instruct the customer and the customer will enter the appropriate data for at least 10 products to appear in the eStore. IHS will instruct the customer how to upload this data to the website and see that it appears as it should on the website.

    2. IHS will instruct the customer on how to enter, build, and upload the calendar page data.

    3. IHS will instruct the customer on how to build the product photo-shopping pages and the photo-shopping contents page.

34. Upon completion of the training session, IHS will submit the website's homepage to at least four of the major search engines on the internet.

35. At this point, IHS shall be considered to have fulfilled its obligations under this agreement except as noted below. The customer agrees, upon completion of the training session, to pay to IHS the remaining sum of $__________ which is the remaining half of the job's total bill.

36. After the training session, IHS will consider any functionality issues that arise within 30 days as being non-maintenance, setup problems. These will take priority over all other problems and the user will incur no further costs. After 30 days, issues the customer brings to the attention of IHS will be evaluated and if they are found, in the sole opinion of IHS, to be caused by customer error or changes beyond the control of IHS, they will be treated as billable maintenance items. If, in the sole opinion of IHS, the problem(s) are the result of faulty setup, IHS will make fixes at no further cost to the customer. The opinion of IHS on this is binding and the customer agrees to accept that opinion.

Failure to Perform

1. Should IHS fail to deliver the website as described above within __________________ business days of receipt of all necessary data and graphics from the customer, IHS shall refund to the customer all monies it has received with the exception of the cost of setting up the domain name. Posession of the domain name will remain with the customer and can be reused at the customer's discretion. IHS shall provide the customer with all domain registration details so that the customer can reuse the domain registration. IHS shall provide records showing exactly how much this cost and shall refund the remainder of what the customer has paid.

   Should the customer fail to perform the steps agreed to in this agreement, two things will happen:

   1. The customer will forfeit all monies paid to IHS without recourse of any kind.

   2. Ownership of the domain name registered for this website shall become the property of IHS without recourse of any kind.

2. IHS makes no representation that the operation of the website will be uninterrupted or error-free, and IHS will not be liable for the consequences of any interruptions or errors. Furthermore, IHS makes no representation that the operation of the website will result in product sales of any kind or amount and IHS will not be liable for any failure to produce product sales.

3. In no event shall the liability of IHS ever be greater than the total of the monies paid by the customer under this agreement. The customer agrees to hold blameless and to fully indemnify IHS for any suits, judgements, settlements, or other actions or judgements or settlements arising from the content of the text or graphics provided to IHS by the customer.

4. Should the customer share, sell, reverse-engineer, or in any way distribute the proprietary, trade-secret software belonging to IHS, IHS reserves the right to seek injunctive or other appropriate relief in any state or federal court in the state of Alabama (and the customer consents to non-exclusive jurisdiction and venue in such courts) or any other court of competent jurisdiction to attempt to recover lost revenues, legal costs, etc. associated with such customer actions. This is the only exception to the binding arbitration clause below.

Arbitration

Except as expressly noted above, any dispute relating in any way to this Agreement shall be submitted to confidential arbitration in Birmingham, Alabama. Arbitration under this agreement shall be conducted under the rules then prevailing of the American Arbitration Association. The arbitrator's award shall be binding and may be entered as a judgment in any court of competent jurisdiction. To the fullest extent permitted by applicable law, no arbitration under this Agreement shall be joined to an arbitration involving any other party subject to this Agreement, whether through class arbitration proceedings or otherwise.

Miscellaneous

1. This Agreement will be governed by the laws of the United States and the state of Alabama, without reference to rules governing choice of laws. The customer may not assign this Agreement, by operation of law or otherwise, without prior written consent of IHS.

2. Email shall be considered as a written, valid, legal and binding instruction or document between the parties to this agreement. Verbal instructions or statements of any kind shall not be considered as legal and binding.

3. So long as the customer continues to use proprietary, trade-secret software from IHS, the terms of this agreement shall remain in force to protect IHS's interest in said software. The customer may, at his/her discretion, cancel this agreement by returning said software to IHS, removing all copies of said software from his/her computers' HDD's and destroying all backup copies of said software. It should be noted that upon such cancellation, IHS shall be without any liability to the customer, whatsoever.

4. IHS may, at its sole discretion, cancel this agreement and require the customer to return the proprietary software to IHS if:
   1. the customer's account is more than 90 days in arears

   2. the customer's website is being used to promote sexually explicit materials

   3. the customer's website is being used to promote violence

   4. the customer's website is being used to promote discrimination based on race, sex, religion, nationality, disability, sexual orientation, or age

   5. the customer's website is being used to promote illegal activities

   6. the customer is attempting in any way to violate intellectual property rights held by IHS