Client and Cataluña agree that the following "General Conditions" are a part of this Agreement and are an integral part thereof. By signing this Agreement, Client agrees to the following General Conditions:

1. Internet Service Provider.
Client understands that any Internet Service Provider (ISP) services require a separate contract with the ISP of Client's choice. Client agrees to select an ISP which will allow Cataluña full access to the Web site, a cgi-bin directory via FTP, and FrontPage extensions. If Client has not secured Web space on an Internet Service Provider computer by the time the Web pages are completed, the Web pages may be delivered to Client on computer diskette or attached to an email message and it shall be Client's responsibility to arrange for installation on the ISP's server.

2. Subcontracting.
To insure that Cataluña may provide all the services required by the Client and to allow the Project to be completed on time, Cataluña may subcontract for some or all of the services that it is obligated to provide under this Agreement. Such subcontracting will not release Cataluña from any of its obligations pursuant to this Agreement.

3. Termination.
If Client provides written notice to Cataluña of its intention to terminate the development of its Web site, on or within 30 days of signing this Agreement, the Client may apply for a refund of the Initial Payment. The refund request must be in writing and addressed to the Director of Cataluña, 2025 Anton Way, Shakopee, MN 55379. If a refund request is properly made within the time allowed, Cataluña shall bill all work completed at the hourly rates stated in the Essential Terms of Engagement of this Agreement, which will be deducted from the Initial Payment. The remaining balance of the Initial Payment, if any, shall be returned to Client. If, at the time of request for refund, work has been completed beyond the amount covered by the Initial Payment, Client shall be liable to pay for all work completed at the hourly rates stated in the Essential Terms of Engagement of this Agreement.

If Client terminates this Agreement after 30 days of the signing of this Agreement, the entire amount of the Agreement shall become due and payable and Cataluña shall not be obligated to provide further services for Client.

Cataluña reserves the right to terminate this Agreement without cause at any time without incurring liability to the Client, so long as Cataluña provides Client with a full refund of any amounts that had been paid by Client.

In the event that either party terminates this Agreement for any reason, Cataluña shall not be obligated to provide Client with a copy of any work that had been performed pursuant to this Agreement.

4. LIMITATION OF REMEDIES.
In the event that Client is dissatisfied with the services provided by Cataluña, Client's sole remedy is to terminate this Agreement, subject to any termination fees. UNDER NO CIRCUMSTANCES, INCLUDING NEGLIGENCE, WILL CATALUÑA, ITS AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, INSURERS, AGENTS, SUCCESSORS, OR ASSIGNS BE LIABLE TO CLIENT OR ANY THIRD PARTY FOR ANY DIRECT, INDIRECT, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES, INCLUDING WITHOUT LIMITATION, LOST REVENUES, LOST PROFITS, OR LOSS OF PROSPECTIVE ECONOMIC ADVANTAGE, THAT RESULT FROM THE USE OR INABILITY TO USE CLIENT'S WEB SITE, OR THAT RESULT FROM MISTAKES, OMISSIONS, SERVICE INTERRUPTIONS, DELETION OF FILES, LOSS OF DATA, ERRORS, DEFECTS, MISDELIVERIES, DELAYS IN OPERATION OR TRANSMISSION OR ANY FAILURE OF PERFORMANCE, ACTS OF GOD, COMMUNICATION FAILURE, THEFT, DESTRUCTION, OR UNAUTHORIZED ACCESS TO CLIENT'S SERVER, RECORDS, PROGRAMS, OR SERVICES EVEN IF CATALUÑA HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

5. Waiver.
The failure of either party to enforce or insist upon compliance with any of the terms and conditions of this Agreement, the waiver of any term or condition of this Agreement, or the granting of an extension of the time for performance, shall not constitute an agreement to waive such terms with respect to any other occurrences.

6. Merger Clause.
This Agreement cancels and supersedes all prior agreements and understandings between Cataluña and Client regarding the creation and development of this Project. No modification of any provisions of this Agreement shall be valid or binding unless made in writing and signed by both parties. Any additional work not specified in this Agreement must be requested by a written change order and approved in writing by Cataluña.

7. Copyrights and Trademarks.
Client represents, warrants and unconditionally guarantees that any elements of text, graphics, photos, designs, artwork, trademarks or copyrights furnished to Cataluña for inclusion on Client's Project, or that Client has permission from the rightful owner to use each of these elements. Client agrees to indemnify, hold harmless, protect, and defend Cataluña, its affiliates, subcontractors, officers, directors, members, employees, insurers, agents, successors, or assigns against any and all liabilities, losses, damages, claims, demands, costs, judgments, and expenses, including attorney's fees, from any claim or suit arising from the use of such elements furnished by Client.

8. Laws Affecting Electronic Commerce.
From time to time, governments may enact laws and levy taxes and tariffs affecting Internet electronic commerce. Client agrees that Client is solely responsible for complying with such laws, taxes, and tariffs, and agrees to indemnify, hold harmless, protect, and defend Cataluña, its affiliates, subcontractors, officers, directors, members, employees, insurers, agents, successors, or assigns against any and all liabilities, penalties, taxes, tariffs, losses, damages, claims, demands, costs, judgments, and expenses, including attorney's fees, arising from Client's exercise of Internet electronic commerce.

9. Copyright to Web Pages.
Client and Cataluña agree that design of Client's Project is a "work for hire" and that copyright to the finished assembled work produced pursuant to this Agreement is owned by Client. However, Cataluña retains rights to source code, work-up files, and computer programs which may be used to create the Project. Client grants a perpetual, non-exclusive royalty-free license to Cataluña, its affiliates, subcontractors, employees, assigns and successors to display the graphics, photos, text and other elements contained in the finished assembled Project as examples of their work in their respective portfolios and that these portfolios may be displayed in a variety of formats, including hardcopies, on-line copies, and links to the Client's Web site. In addition, Client grants a perpetual, non-exclusive royalty-free license to Cataluña, its affiliates, subcontractors, employees, assigns and successors to copy, transfer, modify or create derivative works for other clients based upon any or all of the Web pages, in whole or in part, produced pursuant to this Agreement, including but not limited to the color schemes, templates, horizontal and vertical lines, buttons and other design elements used in Client's Projects.

10. Choice of Law and Venue.
This Agreement shall be governed by and interpreted in accordance with and pursuant to the laws of the State of Minnesota applicable to agreements made and wholly to be performed therein. The parties agree that any legal action arising out of or in connection with this Agreement shall be commenced and maintained only in the City and County of Shakopee, Minnesota or in the United States District Court for the District of Minnesota and that such courts shall have exclusive jurisdiction of any such action. Each party unconditionally agrees that it is personally subject to the jurisdiction of any such court.

11. DISCLAIMER OF WARRANTIES.
Cataluña does not warrant that the functions contained in any individual Projects or that the Internet Web site oe E-newsletter will meet Client's requirements or that their operation will be uninterrupted or error-free. Client also acknowledges that different Internet browsers and Email clients may cause variations in the performance, quality and appearance. The entire risk as to the performance, quality and appearance is with Client. CATALUÑA'S SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS WITHOUT WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO WARRANTIES OF TITLE, NONINFRINGEMENT, OR IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE OR USE.

Client understands that Cataluña does not operate or control the Internet. Client acknowledges that servers, directories, files and data used on the Internet and the World Wide Web are not secure from unauthorized access or fraudulent entry. CLIENT ASSUMES FULL RESPONSIBILITY FOR CLIENT'S AND CLIENT'S USERS USE OF THE INTERNET. NEITHER CATALUÑA, ITS AFFILIATES, SUBCONTRACTORS, OFFICERS, DIRECTORS, MEMBERS, EMPLOYEES, INSURERS, AGENTS, SUCCESSORS, OR ASSIGNS MAKE ANY WARRANTY THAT CLIENT'S WEB SITE, E-NEWSLETTER, SERVER, RECORDS, PROGRAMS OR SERVICES WILL BE SECURE FROM UNLAWFUL TAMPERING OR INTRUSION, NOR DO THEY MAKE ANY WARRANTY AS TO WEB SITE TRAFFIC, INCREASED BUSINESS OR OTHER RESULTS THAT MAY BE EXPECTED OR OBTAINED FROM THE USE OF THE WEB SITE. IN ADDITION, CATALUÑA SPECIFICALLY DENIES ANY RESPONSIBILITY FOR IMAGE QUALITY ON CLIENT'S WEB SITE OR E-NEWSLETTER. CATALUÑA ALSO MAKES NO EXPRESS OR IMPLIED WARRANTIES, REPRESENTATIONS OR ENDORSEMENTS REGARDING ANY MERCHANDISE, INFORMATION, PRODUCTS OR SERVICES PROVIDED THROUGH THE INTERNET.

The undersigned agree to these General Conditions to this Agreement and acknowledge, represent, and warrant that they have read and understand these General Conditions and are authorized to bind their respective organization or business to these General Conditions.