Custom Website Services

CUSTOM WEBSITE SERVICES

In addition to the terms and conditions in the General
Provisions and other applicable Sections in the Agreement, the following
additional terms and conditions shall apply to purchases of Custom Website, Custom Website Design,Custom
Website Development, Custom Web Development, Web Development, Web Design, Website
Redesign,Advanced Custom Website/Custom WordPress Website, Custom Website – ,
and Annual Custom Website
 (“Custom Website Services” as further defined
below).

1. Description
of Custom Website Services.

A. Web Agency Group LLC will build a Website
(hereinafter referred to as the “Website”) for the Customer (“you” and/or the
“Customer”) as identified and descried in the related sign-up or order process
and further based upon direction and input provided to us by you. The services
referenced in this Section may be collectively referred to as the “Custom
Website Services”. Subject to the terms and conditions of this Agreement (which
includes this and all other applicable Sections) and during the term of this
Agreement, Web Agency
Group LLC
 agrees to provide to you the Custom Website Services described
on the Web Agency Group
LLC
 Website and purchased by you during the sign-up or order process. Web Agency Group LLC
reserves the right to amend its Custom Website Services offerings and to add,
delete, suspend or modify the terms and conditions of such Custom Website
Services, at any time and from time to time, and to determine whether and when
any such changes apply to both existing and future customers. In the event Web Agency Group LLC
refers you to a partner or affiliate and you engage such partner or affiliate
to directly provide website design or logo design services to you, you
understand and agree that Web
Agency Group LLC
 is in no manner responsible for the services provided
by that partner or affiliate and that the terms and conditions of that partner
or affiliate will apply to the provision of those services provided by the
partner or affiliate.

B. Customer hereby grants to
Web Agency Group LLC
and its vendors and subcontractors all necessary rights and licenses with
respect to the Customer’s Website or logo created by Web Agency Group LLC in order to carry out
its obligations under this Agreement and to make a reasonable number of
archival or back-up copies as deemed necessary by Web Agency Group LLCWeb Agency Group LLC is not responsible for
archiving documents, graphic work, physical goods or web pages created for
client or documents, graphic work, physical goods or files which are mailed,
email or faxed to Web
Agency Group LLC
Web
Agency Group LLC
 is not responsible for returning any files, documents
or physical goods emailed, faxed or mailed to us.

C. For the Custom Website
Service, a Customer can request that Web Agency Group LLC assist them with the design of a website
using Web Agency Group LLC
Website building tools as selected by Web Agency Group LLC at Web Agency Group LLC’s discretion. Such
tools may also include or utilize third party applications. Certain Website
building tools we use for the Custom Website Service may utilize the Joomla® , or Word Press,software
application and default templates which are subject to terms and conditions of
the GNU General Public
License
 which can be found at 
http://www.gnu.org/licenses/old-licenses/gpl-2.0.html. Additionally, we may use open
source plug-ins to accomplish functionality requests with Joomla or Word Press,We
cannot guarantee these plug-ins will be supported in all browsers or that they
will continue to function if you update the Joomla Or Word Press version without our
assistance. Additionally, our Custom Website and Annual Custom Website services
may also include additional internet marketing services as outlined in advance
in writing by Web Agency
Group LLC
 and as further governed by this Agreement.

D. As part of the Custom
Website Services, your design may be dictated by an Order Form and/or Statement
of Work (the “SOW”). This level of service is an offering whereby a Customer
can request that Web
Agency Group LLC
 design and create a Website for them using
sophisticated graphics, advanced layouts and other features. You will receive a
custom website designed and developed by Web Agency Group LLC. Although Web Agency Group LLC will
custom design your website, your website may contain some features and design
elements used in other Websites designed by Web Agency Group LLC. If your design falls into
this group, in addition to the terms and conditions set forth in this Agreement
and this Section, you shall be bound by the terms of the SOW which shall be
prepared by Web Agency
Group LLC
 and mutually agreed to by Customer and Web Agency Group LLC. The SOW may contain,
but may not be limited to, a list or description of the services our designers
will provide you as part of the Custom Website Services, a list of technical,
graphic or other special features that will be incorporated into your website,
applicable fees and payment schedule, and a description of any applicable
cancellation fee or policy. This SOW shall become a part of this Agreement and
shall be subject to all terms and conditions of the Agreement.

E. The basic Custom Website
Services package (the “Package”) consists of up to 5 pages. The Package may include
limited modification requests from Customer through an online submission form
or by email sent to a Web Agency Group LLC
agent. Customer’s limited modification requests are restricted to the Package
limit of 5 pages. The above unlimited modification restrictions are not
applicable to online marketing features. Modification specifications are
subject to change at the sole and absolute discretion of Web Agency Group LLC.

2. Your
Obligations.
 In order for Web Agency Group LLC to perform the Custom Website Services in
accordance with this Agreement, you shall be responsible for doing the
following:

A. Providing Web Agency Group LLC with
all information requested by Web
Agency Group LLC
 as well as any custom images (including, but not
limited to, design, pamphlets, brochures, logos, and other images) that you
wish to use in connection with development of your Website;

B. Contacting Web Agency Group LLC
promptly to make changes, modifications, and enhancements to your Website
starting from the date of sale;

C. Contacting Web Agency Group LLC
promptly with notice of your decision to cancel or discontinue the Custom
Website Services starting from the date of sale;

D. Obtaining Internet
connectivity to access your website, to send and receive email, and to
otherwise access and utilize the Internet;

E. To the extent that you
gather any personal information about visitors to your Website, you will not
share that personal information with any third party without first obtaining
the visitor’s consent;

F. Ensuring that the Website
content provided by you does not infringe or violate the Intellectual Property
rights (including, but not limited to, trademarks, trade names, copyrights,
patents, domain registration rights, and trade secrets) or any other right of
any third party (including, but not limited to, rights of privacy and
contractual rights), and acquiring any authorization(s) necessary to use
intellectual property or other proprietary information of third parties. By
using the Custom Website Services, you represent and warrant that any name or
word submitted to be used as all or part of the URL associated with your
Website does not infringe any trademark or domain name rights of any third
party;

G. Ensuring the accuracy of
materials provided to Web
Agency Group LLC
, including, without limitation, website content,
descriptive claims, warranties, guarantees, nature of business, and contact
information for you;

H. Responding promptly to
various requests necessary for the project to move forward in a timely manner.
During any stage of the design process, a designer or project manager will be
working with you to gather information to start, feedback to revise, or
approval to complete your website. If a response is not received from you for
more than sixty (15) days, the design project is considered “abandoned” and
payment is surrendered in full. Web Agency Group LLC reserves the right to charge you a fee for
repeated missed consultations, repeated rescheduling of consultations related
to any website design work, and/or the reinstatement of your website design to
an active status if no response has been received from you for 15 days; and

I. Following the timeline
of activities provided to you by Web Agency Group LLC, if any.

3. Information
and Content You Provide
. If you provide any information that is untrue,
inaccurate, incomplete or not current, or we have reasonable grounds to suspect
that such information is untrue, inaccurate, incomplete or not current, Web Agency Group LLC has
the right to suspend or terminate your account and refuse any and all current
or future use of the Custom Website Services (or any portion thereof). You
acknowledge that Web
Agency Group LLC
 does not pre­screen Content, images and inventory.
However, Web Agency Group
LLC
 and its designees shall have the right to remove any Content that
violates the Web Agency
Group LLC
 Acceptable Use Policy (‘‘AUP’’). You agree that you must
evaluate, and bear all risks associated with the use of any Content, including
any reliance on the accuracy, completeness, or usefulness of such Content. In
this regard, you acknowledge that you may not rely on any Content created by Web Agency Group LLC or
submitted to Web Agency
Group LLC
.

4. Non-Interference
By You
. Customer will use the Custom Website Services in a manner which
does not interfere with or disrupt other network users, services, or equipment,
and Web Agency Group LLC
reserves the right to terminate or suspend the Custom Website Services without
notice if such interference is determined by Web Agency Group LLC to exist. Such interference
or disruption includes, but is not limited to:

A. Wide-scale distribution
of messages, including bulk email or unsolicited spam email, or wide-scale
distribution of messages to inappropriate mailing lists, newsgroups, or other
public or private forums;

B. Propagation of computer
worms or viruses; and

C. Use of the network to make
unauthorized entry to other computational, information, or communications
devices or resources. This includes unauthorized security probing activities or
other attempts to evaluate the security integrity of a network or host system
without permission.

5. Unauthorized
or Inappropriate Use.

A. Web Agency Group LLC reserves the right to
deny, terminate, or suspend Custom Website Services without notice if, in Web Agency Group LLC
sole discretion, the Custom Website Services are used by Customer in a manner
that violates or may violate the following standards or the AUP, and Web Agency Group LLC
reserves the right to reject, alter, modify, or remove your website, website
domain name, URL address, or any website content (including, but not limited
to, any language, words, text, photographs, designs, drawings, graphics, images,
symbols, or logos) which Web
Agency Group LLC
 in its sole discretion deems to be in violation of the
AUP or (i) an infringement on or a mechanism designed to facilitate the
infringement of a propriety interest of any third party, including without limitation,
any copyright, trademark, domain registration right, trade secret, or patent
right, or (ii) stating or implying that the Website is placed by Web Agency Group LLC or
any party with a contractual relationship with Web Agency Group LLC, or that such parties endorse
the your products or services, or (iii) pornographic or obscene.

B. Web Agency Group LLC neither sanctions nor
permits hosted site content or the transmission of data that contains illegal
or obscene material or fosters or promotes illegal activity. Web Agency Group LLC
reserves the right to immediately suspend or terminate any site or transmission
that violates this policy, without prior notice. In the event of such
termination, Customer agrees that the unused portion of any fees Customer may
have paid for any services rendered to Customer by Web Agency Group LLC are an appropriate
recompense to Web Agency
Group LLC
 for the time required to respond to and address issues created
by your illegal or obscene site/content, and Customer agrees not to seek
recovery of those fees. Further, should Customer violate this Agreement or the
AUP, Web Agency Group LLC
will actively assist and cooperate with law enforcement agencies and government
authorities in collecting and tendering information about Customer, your
website, the illegal or obscene content, and those persons that may have
inappropriately accessed, acquired, or used the illegal or obscene content.

6. Additional
Indemnification Obligations.
 In addition to your indemnification
obligations set forth elsewhere in this Agreement, you agree to defend,
indemnify, and hold harmless Web
Agency Group LLC
 and each of its officers, directors, employees, agents,
affiliates, co-branders or other partners, and employees of any of the
foregoing, from, against, and in respect of: (i) any and all losses, damages or
deficiencies resulting from any third party claim in connection with your
website (including, but not limited to, website content) or the URL, and (ii)
all costs and expenses incident to any and all actions, suits, proceedings,
claims, demands, assessments, or judgments in respect thereof regardless of the
merit thereof, including reasonable legal fees and expenses (whether incident
to the foregoing or to Web
Agency Group LLC
’ enforcement of said rights or defense and indemnity).

7. Ownership
of Your Content.

A. As between Customer and Web Agency Group LLC, all
Content provided by Customer to Web Agency Group LLC for inclusion to the Website shall remain
the sole and exclusive property of Customer. Customer acknowledges that all
Content is owned by Customer or that Customer has a legal right to such Content
and that such Content and the use thereof does not violate the Web Agency Group LLC
Acceptable Use Policy in any way. Customer is responsible for any and all
claims related to the Content. After the initial thirty (30) days following the
launch of the Website (i.e., 30 days after the Website goes live), Customer
shall be granted rights to the domain name Customer selects for use with the
Website (the “Domain Name”), however Web Agency Group LLC makes no representations whatsoever with
respect to the rights to any Domain Name that Customer provides for use with
the Services. Web Agency
Group LLC
 can also not guarantee availability of any desired Domain
Name. Customer will further be responsible for all claims related to your use
of the Domain Name.

B. With the exception of
your interests with respect to your Content and rights to the Domain Name as
identified in the previous paragraph, ownership interest to the Website,
including, but not limited to the HTML coding, scripting, copyrights, and all
other intellectual property rights, shall remain exclusively with Web Agency Group LLC and Web Agency Group LLC
grants you a non-exclusive, revocable license to use these design elements and
related applications provided you are current with respect to the service fees
and not otherwise in breach of the Agreement. Web Agency Group LLC shall also have the right to
display your Website on its online properties as an example of the design work Web Agency Group LLC is
able to provide for its customers.

C. Upon termination of the
Services, should Customer desire to obtain ownership rights to the Website,
Customer must obtain express written permission from Web Agency Group LLC and Customer shall
further remit a fee to Web
Agency Group LLC
 for the assignment of these rights to the Website.
Provided Customer is not in default of the Agreement and Customer is also
current with respect to payments owed to Web Agency Group LLC, the fee to be remitted for
this assignment will be One Thousand Dollars ($1,500.00). This assignment to
Customer of ownership rights to the Website shall be limited to the actual
portions of the Website visible on the Internet and its underlying HTML coding
as developed specifically for Customer by Web Agency Group LLC, and shall be sent to
Customer via compact disc within thirty (30) days of remitting payment, but
this assignment shall not include any rights to Web Agency Group LLC’s software, trade secrets,
methodologies, processes, proprietary functions, know-how, and all intellectual
property including, but not limited to, all copyrights, trademarks, patents,
and trade secrets related to Web
Agency Group LLC
’s products or services, which shall remain the sole and
exclusive property of Web
Agency Group LLC
 and its respective suppliers, affiliates, partners,
and/or

licensors.
For all images that are part of the Website and assigned to Customer hereunder,
Customer is granted permission to only use those images in the manner in which
it is provided to Customer by Web Agency Group LLC (i.e. embedded in the Website) and no other
use of the images is permitted whatsoever. Moreover, upon assignment Web Agency Group LLC does
not warrant the portability or functionality of the Website in any way to or on
any platform, hosting or otherwise, that is not provided by Web Agency Group LLC.

Customers
that purchase the Annual Custom Website product that desire to obtain ownership
rights to the Website upon termination of the Services are not subject to the
assignment fee set forth herein; provided, however, Customer must obtain
express written permission from Web Agency Group LLC, complete the applicable annual term and be
current with respect to payments owed to Web Agency Group LLC. All limitations to ownership
rights in the assigned Website set forth herein shall apply.

Following
the termination of the Services, provided such termination occurs after the
initial thirty (30) days following the launch of the Website (i.e. 30 days
after the Website goes live), and provided Customer is not otherwise in breach
of the Agreement, Customer will retain their rights to the Domain Name. If
Customer cancels their Services within the first thirty (30) days following the
launch of the Website, Customer acknowledges and agrees that Web Agency Group LLC and/or
an entity designated by Web
Agency Group LLC
 will retain rights to the Domain Name, unless Customer
had provided the Domain Name themselves for use with the Services. Furthermore,
in any instance where Customer retains rights to the Domain Name following
termination of the Services, Customer will be responsible for all fees, costs
and claims related thereto, whereby the registration of Domain Name, and any
ancillary Domain Name related services (such a private registration) must be
renewed prior to expiration at the then-current rates to prevent such services
from expiring.

8. Fees
and Payment Terms.
 Fees for the Custom Website Services selected by you
will be on a pre-paid basis, due and payable at point of sale (meaning at the
beginning of the project) and then on a recurring basis, in advance of each
billing cycle, throughout the Term of the Agreement, unless another fee or
payment structure is mutually agreed to by you and Web Agency Group LLC in writing, namely,
the Statement of Work or via other method such as an order confirmation or
welcome email. You also agree to follow the timeline set forth by Web Agency Group LLC in
the SOW, if applicable. You further agree that in the event you terminate your
subscription to the Custom Website Services prior to the completion of your
Custom Website Services you may be subject to a cancellation fee. If your
Custom Website Services have been completed and been delivered to you, you will
not receive a refund of any fees paid and, in the event we have permitted you
to pay on a monthly (or other payment-over-time) basis, you will be obligated
to pay us for the balance of your term. The purchase and completion of any
Custom Website Services requires receipt of written content and images by you
(“Content”). If insufficient Content is received we will complete your Custom
Website Services with placeholder content and deliver the Custom Website
Services to you within the guidelines of our timeline. At this time you will no
longer be eligible for a refund. Content submitted after timeline can be added
at an hourly rate determined by Web Agency Group LLC. If you purchase any Custom Website
Services and Web Agency
Group LLC
 has waived your initial design or set up fee or offered you a
discounted set up or design fee, Web Agency Group LLC shall have the right to charge you, and you
agree to permit Web Agency
Group LLC
 to charge your credit card, up to Two Hundred and Fifty
Dollars ($500.00), should you choose to cancel the Custom Website Services
within sixty (15) days from the date of purchase and after work on your Custom
Website Services has started. If within sixty (60) days of purchase you choose
to cancel your Custom Website Services you will be subject to a cancelation
fee. Responses from you will be necessary for the project to move forward in a
timely manner. In these situations, if a response is not received for more than
sixty (15) days, the project is considered “abandoned” and you will be
obligated to pay us for the balance of your term. In addition, if you request
to remove your designed Content from our website builder platform, you agree to
pay Twenty-Five Dollars ($50.00) per page. Finally, Web Agency Group LLC reserves the right to
charge you a fee for repeated missed consultations related to any Custom Website
Services work.

Payment for the purchase of additional design time after the
Custom Website Services have been completed (“Modification Time”) will be on a
pre-paid, hourly basis, due and payable at the beginning of each modification
(and each month thereafter if purchasing additional Modification Time). Some
Modification Time may be included in your Service, as stipulated in the sign-up
or order process. Once any such Modification Time is exhausted during the
current month or other billing period, additional Modification will need to be
purchased for an additional fee. Any unused Modification Time, paid or
included, shall not “roll-over” and be used in a subsequent month.

9. Suspension
and/or Termination
. If you breach any term of this Agreement including, but
not limited to, the terms of this Schedule or the AUP, Web Agency Group LLC may, in its sole and
exclusive discretion, suspend or terminate your Custom Website Services
immediately and without notice to you. In addition to your obligation to pay
any set up and applicable fees for the Custom Website Services, fees for the
Custom Website Services may continue to accrue on suspended accounts and you
will continue to remain responsible for the payment of any fees for Custom
Website Services that accrue during the period of suspension.

10. Refunds.
Refunds are not available for Custom Website Services once you have approved
your design composition and/or selected your design template. In any event,
after one (1) year from the date of purchase, no refunds will be provided.

11. Modifications
and Quotes
. The prices and modifications agreed to in any SOW are unique to
you. Any SOW prepared for you is valid for thirty (15) days from the date it is
provided to you and will become void thereafter. If any change or alteration is
made to the SOW, Web
Agency Group LLC
 may issue to you a revised SOW and may require you to
purchase additional Custom Website Services, which may be billed to you at an
hourly rate. Customer is provided unlimited modifications with respect to each
Package. Package limitations may be superseded with the purchase of additional
Website add-on features.

12. Custom
Website Add-on Features
.

A. Additional
Pages. Customer may purchase up to 10 additional pages as a Custom Website
Add-on Feature. The parameters of Customer’s unlimited modification requests
described in Paragraph 1.E above shall apply to any additional pages purchased
by Customer.

B. Image
Gallery. Customer may purchase an Image Gallery as a Custom Website Add-on
Feature. Customer shall be entitled to unlimited modifications to the Image
Gallery upon purchase of this add-­on feature.

C. Rotating
Banner. Customer may purchase a Rotating Banner as a Custom Website Add-on
Feature. The Package does not include this design feature and will expand to
include a Rotating Banner when this add-on feature is purchased. Customer shall
be entitled to unlimited modifications to the Rotating Banner upon purchase of
this add-on feature.

The limited modification specifications set forth above are
subject to change at the sole and absolute discretion of Web Agency Group LLC.

13. Signature
Series Services.

A. For
the Web Agency Group LLC
Phone Number Services, Web Agency Group LLC will
build a Phone Number for your Website (the “phone number service”) utilizing
the design selected by you with information provided by you and will also
provide a “1-800, or toll free ” number associated with the Phone Number
Services Website with up to 200 minutes per month of local and long distance
telephone service. Web
Agency Group LLC
 shall develop and host the phone number services Website
on a network server accessible by the Internet via an assigned URL subdomain
and register the URL with several World Wide Web Search Engines.

B. You
agree to pay the upfront design fee upon entering your payment information in
the Web Agency Group LLC
purchase system (the “Effective Date”) and the recurring fees for the services
(monthly or based on some other set billing frequency) for at least one (1)
year from the date you are sent an email notifying you that the Signature
Series Website has been hosted (the “Host Date”).

C. The
phone number services Website and designs are delivered as they appear in the Phone
Services library. Web
Agency Group LLC
 will place your company logo or company name in the
designated area. Web
Agency Group LLC
 will add three pages of “get started” copy or Customer
provided copy in the designated areas of the design. If you choose a flash
version of your design, Web
Agency Group LLC
 will only be able to add the customer logo/company name
and change the navigation button names within the flash file. Web Agency Group LLC will
be unable to change the images in the flash files. If you choose a design that
has more than five (5) navigation buttons built into the design, Web Agency Group LLC will
not be able to delete the unused navigation buttons. Web Agency Group LLC will be able to
replace images within the design in the non-flash version of the site only.

D. This
Agreement as it applies to the Phone Services is effective as of the Effective
Date and shall continue for a period of one (1) year (the “Initial Term”)
unless otherwise terminated by Web Agency Group LLC or Customer. If terminated by Customer
prior to the end of the Initial Term, Customer shall pay Web Agency Group LLC an
early termination fee of fifty (50%) percent of the then-current recurring fee
owed for the remainder of the Initial Term. After the Initial Term, this
Agreement shall renew for successive billing periods until terminated by either
Party.

E. As
between Customer and Web
Agency Group LLC
, all Content provided by Customer to Web Agency Group LLC for
inclusion to the Phone Services Website shall remain the sole and exclusive
property of Customer, provided Customer has legal rights to such Content. With
the exception of your ownership interest as identified in the previous
sentence, ownership interest to the Phone Services Website, including, but not
limited to, the URL address, HTML coding, scripting, copyrights, domain names,
and all other intellectual property rights, shall remain exclusively with Web Agency Group LLC.
Upon termination of the Service, should Customer desire to obtain the
proprietary, copyright, or ownership rights to the Signature Series Website,
Customer must obtain express, written permission from Web Agency Group LLC, and Customer shall
pay Web Agency Group LLC
a transfer fee as compensation for assignment of the proprietary rights to the
Signature Series Website. If the termination occurs within the Initial Term,
the Transfer Fee shall equal one-hundred (100%) percent of the then-current
recurring fee for the remainder of the Initial Term plus twelve (12) times the
then-current recurring fee, or if the termination occurs after the Initial
Term, the transfer fee will equal twelve (12) times the then-current recurring
fee received by Web Agency
Group LLC
 for the Service. Such ownership or proprietary rights to be
assigned to Customer shall be limited to the actual the URL address, Signature
Series Website and its underlying HTML script or coding as developed for
Customer by Web Agency
Group LLC
, but shall not include any rights to Web Agency Group LLC’s software, trade
secrets, methodologies, processes, proprietary functions, know-how, and all
intellectual property including, but not limited to, all copyrights,
trademarks, patents, and trade secrets related to Web Agency Group LLC’s products or services, which
shall remain the sole and exclusive property of Web Agency Group LLC and its suppliers,
affiliates, partners, and licensors.

13. Advanced Custom Websites / Custom WordPress Websites
Services.

A. For
the Advanced Custom Websites / Custom WordPress Websites Services, Web Agency Group LLC will
build an Advanced Custom Website (the “Advanced Custom Website”) with
information and/or materials provided by you and will also provide a trackable
phone number associated with the Advanced Custom Website. Web Agency Group LLC
shall develop and host the Advanced Custom Website on a network server
accessible by the Internet via an assigned URL subdomain and register the URL
with several World Wide Web Search Engines.

B. Web Agency Group LLC will
supply a set amount of hourly support and the amount of Website pages specified
by the package selection chosen by Customer. Monthly support can be used for
(a) content updates (specifically, existing copy or navigation), or (b) to
upload new copy of images provided by Customer. When applicable, Web Agency Group LLC
support will install or remove any features to which you are entitled from the
purchase of a Feature Bundle which may not have been used in the original
Advanced Custom Website design. Web Agency Group LLC can create new images/graphics and add
additional pages on demand for an additional Ninety-Nine Dollars ($99) each in
additional to the monthly support fees. Content for new pages following the
initial Website build are the responsibility of the Customer.

C. Web Agency Group LLC
shall install and maintain any Basic or Advanced features specified by
Customer’s selection of Single Features or Feature bundles as requested by the
Customer.

D. As
between Customer and Web
Agency Group LLC
, all Content provided by Customer to Web Agency Group LLC for
inclusion to the Advanced Custom Website shall remain the sole and exclusive
property of Customer, provided Customer has legal rights to such Content.
Should Customer desire to obtain the ownership rights to the Advanced Custom
Website, provided that Customer has made all required payments and is otherwise
not in breach of a Web
Agency Group LLC
 agreement for Services, Customer shall (i) provide
access to an alternate hosting platform, and (ii) reasonably assist Web Agency Group LLC in
transferring such files. Such ownership rights to be assigned to Customer shall
be limited to the actual URL address, the Advanced Custom Website, a WordPress
Installation, and its underlying HTML script or coding as developed for
Customer by Web Agency
Group LLC
, but shall not include any rights to Web Agency Group LLC’s software, trade
secrets, methodologies, processes, proprietary functions, know-how, and all
intellectual property including, but not limited to, all copyrights,
trademarks, patents, and trade secrets related to Web Agency Group LLC’s products or services, which
shall remain the sole and exclusive property of Web Agency Group LLC and its suppliers,
affiliates, partners, and licensors.