Table of Contents

1. Introduction
2. Payment
3. Overtime
4. Late Payment
5. Deposits
6. Disputed Charges
7. Miscellaneous

1. INTRODUCTION

You must accept the terms of this Agreement in order to use the Services.

NOTWITHSTANDING, BY USING THE SERVICES, YOU ACKNOWLEDGE THAT YOU HAVE READ THIS AGREEMENT AND AGREE TO BE BOUND BY THE TERMS AND CONDITIONS CONTAINED HEREIN AS WELL AS ALL ACCEPTABLE USE POLICIES INCORPORATED BY REFERENCE.

proVanceTek reserves the right to change or modify any of the terms and conditions contained in this Agreement, any Addendum and any policy or guideline incorporated by reference at any time and from time to time in its sole discretion, and to determine whether and when any such changes apply to both existing or future customers. Any changes or modification will be effective upon posting of the revisions on the proVanceTek website (the "Site"). Your continued use of Services following proVanceTek's posting of any changes or modifications will constitute your acceptance of such changes or modifications. The latest version of this document can always be found at http://provancetek.com/about/Payment-Policy/

Please also note that customers are required to maintain their accounts and provide a valid up-to-date e-mail address for the delivery of invoices and other notices. We advise customers to choose a safe, reliable e-mail address that is checked regularly and has all emails from @provancetek.com whitelisted.

2. PAYMENT

Rates listed in this document or quoted to client or prospective client do not include taxes, bank fees, or credit card convenience fees. Customers are responsible for any and all fees incurred from each transaction. Monthly invoices are generated and delivered on the first day of each month and payment shall be due upon receipt. Individual invoices payment shall also be due upon receipt of invoice. Invoices remaining unpaid 15 calendar days after receipt shall be subject to the below Late Payment Policy. Effective 01 June 2009.

2.1. Website Design, Domain Name Registration, and Hosting

A non-refundable deposit of 50% of the total cost of the project is due upon start of work. The remaining 50% and any other costs incurred are due upon completion of work, before upload of web site files to client’s server or public release on proVanceTek's servers. Files are to be uploaded to the client's server or publicly released on proVanceTek's servers within 2 business days of receipt of payment. Hosting is to be paid in advance — for example, if hosting is paid monthly, an invoice will be sent within the first week of the month for hosting services to be rendered throughout that month. Other arrangements/ammendments to this agreement may be made in writing and signed by both parties.

2.2. Graphic Design

A non-refundable deposit of 50% of the total cost of the project is due upon start of work. The remaining 50% of total and any other
costs incurred are due upon completion of the project. Other arrangements/ammendments to this agreement may be made in writing and signed by both parties.

2.3. Web Site Maintenance and Updates

For the first month work is performed, an estimate will be made and a non-refundable deposit of 50% of that estimate will be due at start of work. The remaining 50% and any other costs incurred are due upon completion of work, before upload of web site files to client’s server or public release on proVanceTek's servers. Files are to be uploaded to the client's server or publicly released on proVanceTek's servers within 2 business days of receipt of payment. After the first month, work is tracked throughout a given month and within the first week of the following month a detailed invoice listing all work performed is sent. Other arrangements/ammendments to this agreement may be made in writing and signed by both parties.

2.4. Web Copywriting and other Web Consulting

A non-refundable deposit of 50% of the total cost of the project is due upon start of work. The second 50% of total and any other costs incurred are due upon completion. Other arrangements/ammendments to this agreement may be made in writing and signed by both parties.

2.5. Structured Media, Video or Audio Production, and Other Consulting / Contracting

A non-refundable deposit of 50% of the total cost of the project is due upon start of work. The second 50% of total and any other costs incurred are due upon completion. Other arrangements/ammendments to this agreement may be made in writing and signed by both parties.

3. OVERTIME

In the event that, due to a deadline, work must be performed over a weekend or outside the hours 8:00am to 6:00pm EST during the week --– and it is possible for us to do the work at this time — work will be charged at overtime rates. Overtime Rates are time and a half.

4. LATE PAYMENT

Late payment will result in Late Fees and possible Service Suspension, which will be added to the total cost of the project or monthly services performed.

4.1. Definition of Late Payment

"Late payment" is defined as payment submitted after 11:59pm on 15th calendar day after customer's receipt of the invoice.

In the case of payments submitted as checks sent through the mail, both the check's date and the postmark date must be on or before the invoice's "due date" for the payment to be "on time". (Actual receipt date of the mailed check is immaterial, as mail processing time varies.)

4.2. Late Fees

In the following section, "days late" is defined as the number of calendar days after the invoice's due date. For example, if an invoice's due date is 2008.01.01, payment submitted on 2008.01.02 at 12:01am is considered one day late.

A fee of $20 per week will be incurred by any client who fails to pay on time. This breaks down to:

• 1-7 days late: $20 total fee.
• 8-14 days late: $40 total fee.
• 15-21 days late: $60 total fee.
• 22-28 days late: $80 total fee.

After a payment is 29 days late:

• an additional $80 fee will be incurred ($160 total fee).
• all accounts and ongoing services will be suspended, and the service contract will be terminated.

After a payment is 60 days late, the account will be turned over to a collections agency. The client will be liable for the $160 cumulative fee as well as any costs incurred by the collection process.

If the client later requests that the account be reinstated, reinstatement is contingent upon:

• payment in full plus a fee of $40, and
• proVanceTek's discretion.

5. DEPOSITS

All deposits for work are non-refundable.

6. DISPUTED CHARGES

If the client disagrees with charges itemized on an invoice, the client should bring this to proVanceTek's attention at once, and proVanceTek will do its best to address the client's concerns.

Until proVanceTek has agreed on a resolution, however, the client is liable for all charges indicated on the invoice — and the invoice will be subject to standard late payment policy. If, after the invoice is paid, proVanceTek agrees that a charge is incorrect, proVanceTek will reimburse the client for the charge on the next invoice following the resolution.

7. MISCELLANEOUS

7.1. Notices

All notices, reports, requests, or other communications given pursuant to this Agreement shall be made in writing, shall be delivered by hand delivery, overnight courier service, fax, or electronic mail, shall be deemed to have been duly given when delivered.

7.2. Choice of Law and Forum

THIS AGREEMENT, WILL BE GOVERNED BY THE LAWS OF THE UNITED STATES AND THE STATE OF OHIO, WITHOUT REFERENCE TO RULES GOVERNING CHOICE OF LAWS. ANY ACTION RELATING TO THIS AGREEMENT MUST BE BROUGHT IN THE FEDERAL OR STATE COURTS LOCATED IN OHIO, AND YOU IRREVOCABLY CONSENT TO THE JURISDICTION OF SUCH COURTS.

7.4. Entire Agreement

This Agreement and all policies and guidelines incorporated in this Agreement by reference constitutes the entire Agreement of the parties and may not be modified or altered orally but only by an agreement in writing signed by both parties.

8.6. Assignments

You may not transfer or assign your rights, duties, or obligations under this Agreement without proVanceTek's prior written consent. proVanceTek may assign its rights and obligations under this Agreement and may utilize affiliate and/or agents in performing its duties and exercising its rights under this Agreement, without your consent. Subject to that restriction, this Agreement will be binding on, inure to the benefit of, and be enforceable against the parties and their respective successors and assignees.

8.7. No Waiver

proVanceTek's failure to enforce the strict performance of any provision of this Agreement will not constitute a waiver of proVanceTek's right to subsequently enforce such provision or any other provisions under this Agreement.

8.8. Severability

If any provision of this Agreement is deemed illegal, invalid, void or otherwise unenforceable in whole or in part, that provision shall be severed or shall be enforced only to the extent legally permitted, and the remainder of the provision and the Agreement shall remain in full force and effect. If any provision of this Agreement is deemed to be invalid, void or unenforceable only with respect to a particular application, such term or provision shall remain in full force and effect with respect to all other applications.

If for any reason this agreement conflicts with any other current agreement with proVanceTek, including but not limited to, Web Hosting Acceptable Use Policy or Terms of Service, that provision shall be severed or shall be enforced to the extent of the lesser extent of either agreement, and the remainder of the provision and the Agreement shall remain in full force and effect.

8.9. Survival

All provisions of this Agreement relating to your warranties, intellectual property rights, limitation and exclusion of liability, your indemnification obligations and payment obligations shall survive the termination or expiration of this Agreement.