This Terms of Service Agreement (" Agreement ") is entered into as of the date on which the Customer first uses the website, www.ECSnap.com (as defined below) (" Effective Date ") by Ensemble Consultants, Inc (" EC ") and Customer (" Customer ").

R E C I T A L S

WHEREAS , EC is the website designer that offers graphic design services and web page coding ("ECSnap Design Services") and implementation support to initiate such services.

WHEREAS , Customer wants to retain EC to allow Customer to use the ECSnap Design Services under the terms and conditions set forth in this Agreement.

WHEREAS , ECSnap.com is the website owned & operated by EC that offers ECSnap design services to the Customers.

WHEREAS, The Profiler is a document created by the Customer for EC's use. This documents includes all changes & specifications put forth to render ECSnap Design Services

NOW THEREFORE , in consideration of the mutual covenants and agreements hereinafter set forth, and for other good and valuable consideration, Customer and EC agree to the foregoing and as follows:

AGREEMENT

This Agreement constitutes the entire and only agreement between EC and Customer. This Agreement supersedes all prior or contemporaneous agreements, representations, warranties and understandings with respect to EC, the content, products, and services provided by or through EC and the subject matter of this Agreement. This Agreement may be amended at any time by us from time to time without specific notice to Customer. Customer should review this Agreement prior to each use of ECSnap.com.

NON EXCLUSIVITY
The parties acknowledge and agree that EC is providing access to multiple customers and that such services are non-exclusive and non-transferable.

COPYRIGHT
The products, content, graphics, design, and other matters related to ECSnap.com are protected under applicable copyrights. The copying, redistribution, use or publication of any such matters or any part of ECSnap.com is strictly prohibited except by special agreement between EC and Customer. Customer does not acquire ownership rights to any content, product or other matters viewed and delivered through use of ECSnap.com. All the copyrights for ECSnap.com products as stated in the Agreement are reserved.

ARCHIVE
Customer agrees to archive all design work including web pages, logos and other graphic work created by ECSnap.com Design Services. EC 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 EC.

RESTRICTIONS
Customer agrees that Customer will not: (a) sell, lease, license or sublicense the ECSnap Design Services; (b) copy or reproduce all or any part of the ECSnap.com (except as expressly provided for herein); (c) interfere, or attempt to interfere, with the ECSnap.com in any way; (d) engage in spamming, mailbombing, spoofing or any other fraudulent, illegal or unauthorized use of the ECSnap.com; (e) engage in or allow any action involving ECSnap.com that is inconsistent with the terms and conditions of this Agreement.

DESIGN CONTENT
Customer takes full responsibility for all content suggested or supplied to EC for inclusion on web document(s), advertisement(s) or any form of media. Customer is held legally liable for the supplied content. Customer agrees to abide by all local, state, national, and international laws regarding trademarks, patents and copyrights.

IMPLEMENTATION
EC is only responsible for implementing the project as specified in the post order project description document entitled, “The Profiler”. If the customer wishes to make additional changes that are not mentioned in “The Profiler” they should request an additional quote, otherwise they agree to accept the delivered result.

CANCELLATION OF ORDER
EC has a right to cancel the order and refund in the following cases:
a) The client does not include all the data necessary for customization in “The Profiler.”

b) If the content mentioned in “The Profiler” is deemed unsuitable for any reason whatsoever by the Company.

c) The client demands unreasonable revision of the order.

d) Our billing officers suspect the payment to be fraud.

EXTRA QUOTE
EC has the right to set an extra price quote if the client wishes to make additional project changes which were not stipulated before and were not stated in the project description.

GUARANTEE OF SCHEDULE
ECSnap Design Service warrants that: (a) EC has the authority to enter into this Agreement and perform its obligations under this Agreement; and (b) ECSnap.com will perform the services required under this Agreement in a professional and workmanlike manner.

EC does not guarantee to complete modification to schedule specified in the Profiler. Breaks in production may happen because of customer's activity (i.e. the Customer doesn't give us all the data necessary for customization or gives false contacts).

AUTHENTICATION
EC has a right to request authentication of the cardholder (such as a scanned image of the credit card without its numbers and credit card statement) if our billing officers suspect the payment to be fraud.

APPLICATION & USE FEE
All rates and prices quoted herein are in U.S. Dollars. Any and all charges will appear on your credit card statement. You understand and agree that the service provided is billed in advance. A Twenty Dollar ($20) collection fee will be charged for all dishonored checks.

LATE PAYMENTS
If Customer fails to pay any fees by the applicable due date, EC will have the right to: (a) assess late charges in an amount equal to the greater of five percent (5%) per month or the maximum allowable under applicable law; and/or (b) suspend access to any or all of the ECSnap Design Services and/or performance of the services provided by ECSnap.com Design Service hereunder and/or terminate this Agreement. Any such suspension or termination will not relieve Customer from paying any outstanding fees plus interest and late charges. Customer will be responsible for any costs associated with collecting such fees including, without limitation, legal costs, attorneys' fees, court costs and collection agency fees.

CUSTOMER WARRANTY
Customer represents and warrants to EC that: (a) Customer has the authority to enter into this Agreement and perform its obligations under this Agreement; (b) Customer and its Authorized Users will only use the ECSnap.com for lawful purposes and will not violate any law of any country or the intellectual property rights of any third party; and (c) Customer warrants that it is not located in a country where export or re-export of the contents of information received via the Internet is prohibited. Should Customer receive notice of any claim regarding the EC, Customer shall promptly provide EC with a written notice of such claim.

PROJECT DELIVERY
As soon as the Customer receives the download link and accepts the result the project is considered to be implemented successfully and isn't to be reviewed or revised.

CANCELLATION FEE
In consideration of the necessary set-up requirements and billing costs associated with our design services, a cancellation fee amounting to 10% of the total project cost is standard procedure. This fee is allocated only after a project has been billed and is independent of any other charges associated with the canceled project.

LICENSE
Our website grants you non-exclusive limited license to use the web templates and other products sold through ECSnap.com by independent content providers (the "products") in accordance with these Terms and Conditions (the "license") issued by our company.

LIMITED USAGE GRANTED
You may use each individual product on a single website only, belonging to either you or your client. You have to purchase the same product once more in order to make another project with the same design

MODIFICATIONS
You are authorized to make any necessary modification(s) to our products to fit your purposes.

UNAUTHORIZED USE
You may not place any of our products, modified or unmodified, on a diskette, CD, website or any other medium and offer them for redistribution or resale of any kind without prior written consent from our company.

ASSIGN ABILITY
You may not sub-license, assign, or transfer this license to anyone else without prior written consent from EC

OWNERSHIP
You may not claim intellectual or exclusive ownership to any of our products, modified or unmodified. All products are property of independent content providers. Our products are provided "as is" without warranty of any kind, either expressed or implied. In no event shall our juridical person be liable for any damages including, but not limited to, direct, indirect, special, incidental or consequential damages or other losses arising out of the use of or inability to use our products.

REFUNDS
Since EC is offering non-tangible irrevocable goods we do not issue refunds after the product is downloaded once, which you are responsible for understanding upon purchasing any article at our site. We only make exceptions with this rule when the product appears to be not-as-described on a case by case basis in agreement of the parties concerned. The deadline for any refund claim is one week after the delivery date
 

INDEMNIFICATION
Customer agrees to indemnify, defend (at EC's sole option and at Customer's sole expense) and hold harmless EC, its managers, directors, officers, employees, independent contractors and agents, and defend any action brought against same with respect to any claim, demand, cause of action, debt or liability, including reasonable attorneys' fees, to the extent that such action is based upon a claim arising out of or relating to Customer's use of and/or access to the ECSnap or services provided hereunder. Customer specifically acknowledges that EC shall not be liable to Customer for losses, if any, incurred as a result of fraudulent or unauthorized misuse of ECSnap.com.

PRIVACY POLICY
EC pledges that the information you enter will not be shared with any outside party for commercial or personal gain, except for in fraud cases & cases involving civil & criminal inquiry of the Customer.

LIABILITY
EC's LIABILITY UNDER THIS AGREEMENT FOR ANY DIRECT DAMAGES OF ANY KIND WILL NOT EXCEED AN AMOUNT EQUAL TO THE AMOUNT PAID BY CUSTOMER TO EC THROUGH THE DATE EC LIABILITY TO CUSTOMER ACCRUES. IN NO EVENT SHALL EC BE LIABLE FOR INCIDENTAL OR CONSEQUENTIAL DAMAGES OR LOST PROFITS.

DISCLAIMER
EC is marketing & technology company focused on web design and application development. ECSnap Design Services through ECSnap.com or otherwise are executed by EC and its vendors.

EXCEPT AS OTHERWISE SET FORTH HEREIN, EC MAKES NO REPRESENTATIONS OR WARRANTIES, WHETHER EXPRESS, IMPLIED OR STATUTORY REGARDING OR RELATING TO ANY OF THE SERVICES AND/OR ACCESS TO OR USE OF THE ECSnap.com PROVIDED TO CUSTOMER UNDER THIS AGREEMENT. EC SPECIFICALLY DISCLAIMS ANY AND ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE AND NONINFRINGEMENT.

CONFIDENTIAL INFORMATION
" Confidential Information " will include the terms of this Agreement, any software and services provided by EC under this Agreement, the prices and fees charged under this Agreement, any other materials marked confidential by Customer or EC and any other information conveyed under this Agreement that is identified in writing as confidential at the time of its conveyance. Each party acknowledges and agrees that: (a) the Confidential Information constitutes valuable trade secrets of the party owning such Confidential Information; (b) it will use Confidential Information solely in accordance with the provisions of this Agreement; and (c) it will not disclose, or permit to be disclosed, the Confidential Information of the other party to any third party without the disclosing party's prior written consent. Each party will take all reasonable precautions necessary to safeguard the confidentiality of the other party's Confidential Information including, at a minimum, those precautions taken by a party to protect its own Confidential Information, which will in no event be less than a reasonable degree of care. Confidential Information will not include information that is: (d) publicly available; (e) already in the other party's possession and not subject to a confidentiality obligation; (f) obtained by the other party from any source without any obligation of confidentiality; (g) independently developed by the other party without reference to the disclosing party's Confidential Information; or (h) required to be disclosed by order of a court or other governmental entity; provided no less than ten (10) days written notice is given to the party owning such Confidential Information so that such party may obtain a protective order or other equitable relief.

RIGHTS
No right (except for the license granted in ), title or interest of intellectual property or other proprietary rights in and to EC and/or other products or services made available under this Agreement is transferred to Customer hereunder. EC and its third party licensors retain all right, title and interests, including, without limitation, all copyright, intellectual property and other proprietary rights in and to the EC. Customer will retain all right, title and interest to the documents created by EC once payment has been received in full.

TERMINATION
EC shall have the right, upon written notice to Customer, to terminate this Agreement if: (a) Customer fails to timely pay EC any amount due to EC under this Agreement; (b) Customer materially breaches any term or condition this Agreement, provided such breach is not cured by Customer within thirty (30) calendar days following EC's notice to Customer of such breach; or (c) Customer (i) terminates or suspends its business activities; (ii) becomes insolvent, makes an assignment for the benefit of creditors, or becomes subject to direct control of a trustee, receiver or similar authority; or (iii) becomes subject to any bankruptcy or insolvency proceeding under federal or state statutes.

ABANDONED PROJECT
During any stage of the design process, EC's designer or project manager will be working with Customer to gather information to start, feedback to revise, or approval to complete your project. Prompt response will be necessary for the project to move forward in a timely manner. If a response is not received from the client for more than 60 days, the design project is considered “abandoned” and payment is surrendered to EC in full. Customer will have the right, upon written notice to ECSnap.com, to terminate this Agreement if ECSnap.com is in material breach of this Agreement and ECSnap.com fails to remedy such material breach within thirty (30) calendar days of its receipt of such written notice.

NOTICES
Any written notice required or permitted to be delivered pursuant to this Agreement will be in writing and will be deemed delivered: (a) upon delivery if delivered in person; (b) three (3) business days after deposit in the United States mail, registered or certified mail, return receipt requested, postage prepaid; (c) upon transmission if sent via telecopier, with a confirmation copy sent via overnight mail; (d) one (1) business day after deposit with a national overnight courier; (e) upon transmission if sent via e-mail with a telecopy sent the same day, in each case addressed, in the case of Customer, the address listed in EC' records, or in the case of EC, to Ensemble Consultants, Inc, 212 East Tomarus Avenue Savoy, IL 61874 (or to such other address as may be specified upon notice).

ASSIGNMENT
Customer will not assign or otherwise transfer this Agreement, in whole or in part, nor delegate or subcontract any of its rights or obligations hereunder, without ECSnap.com' prior written consent, which consent may be withheld, delayed or conditioned in ECSnap.com' discretion. ECSnap.com will have the right to assign this Agreement, in whole or in part, to a third party at any time upon written notice to Customer.

FORCE MAJEURE
Neither party shall have any liability to the other or to third parties for any failure or delay in performing any obligation under this Agreement due to circumstances beyond its reasonable control including, without limitation, acts of God or nature, actions of the government, fires, floods, strikes, civil disturbances or terrorism, or power, communications, satellite or network failures.

WAIVER
Any waiver or modification of this Agreement will not be effective unless executed in writing and signed by an authorized representative of EC and Customer. The parties expressly disclaim the right to claim the enforceability or effectiveness of: (a) any amendments to this Agreement that are not executed by an authorized representative of EC and Customer; (b) any oral modifications to this Agreement; and (c) any other amendments that are based on course of dealing, waiver, reliance, estoppal or similar legal theory. The parties expressly disclaim the right to enforce any rule of law that is contrary to the terms of this Section. The failure of either party to enforce, or the delay by either party in enforcing, any of its rights under this Agreement will not be deemed to be a waiver or modification by such party of any of its rights under this Agreement.

SEVER ABILITY
If any provision of this Agreement is held to be unenforceable, in whole or in part, such holding will not affect the validity of the other provisions of this Agreement, unless EC in good faith deems the unenforceable provision to be essential, in which case EC will have the right to terminate this Agreement.

PUBLIC ANNOUNCEMENTS
Customer grants EC the right to use Customer's name in press releases, product brochures and financial reports indicating that Customer is a customer of EC.

COUNTERPARTS
This Agreement may be executed in counterparts, each of which so executed will be deemed to be an original and such counterparts together will constitute one and the same agreement.

VENDORS
Third Party Beneficiaries . Customer acknowledges that some ECSnap Design Services may be provided by Third Party Licensors. Third Party Licensors are third party beneficiaries to this Agreement.

LAW
Jurisdiction; Dispute Resolution with Third Party Licensors . This Agreement will be interpreted and construed in accordance with the laws of the State of Illinois, without regard to conflict of law principles. All disputes arising out of this Agreement shall be brought only in the district and federal courts located in or for Savoy County, Illinois. EACH PARTY CONSENTS TO THE EXCLUSIVE PERSONAL JURISDICTION AND VENUE OF THE COURTS, STATE AND FEDERAL, LOCATED IN OR FOR Savoy, ILLINOIS .