1. DEFINITIONS.

1.1 “Account Setup Page” means the page created by Provider, titled “Account Setup”, on which Customer provides information necessary in order for Provider to build Customer’s Website, including, but not limited to, general information, domain name information and blogging information.

1.2 “Content” means all text, pictures, sound, graphics, video and other data supplied by Customer to SemEsq.com, LLC (hereinafter “Provider”) pursuant to Sections 2.1 or 4.1(c), as such materials may be modified from time to time.

1.3 “Fees” means the fees specified by Provider on the Account Setup Page.

1.4 “Domain Name” means the domain name specified for the Website by Customer on the Account Setup Page.

1.5 “Intellectual Property Rights” means any and all now known or hereafter known tangible and intangible (a) rights associated with works of authorship throughout the universe, including but not limited to copyrights, moral rights, and mask-works, (b) trademark and trade name rights and similar rights, (c) trade secret rights, (d) patents, designs, algorithms and other industrial property rights, (e) all other intellectual and industrial property rights (of every kind and nature throughout the universe and however designated) (including logos, “rental” rights and rights to remuneration), whether arising by operation of law, contract, license, or otherwise, and (f) all registrations, initial applications, renewals, extensions, continuations, divisions or reissues hereof now or hereafter in force (including any rights in any of the foregoing).

1.6 “Provider Tools” means any tools, both in object code and source code form, which Provider has already developed or which Provider independently develops or licenses from a third party.

1.7 “Specifications” means system requirements set forth on www.semesq.com.

1.8 “User Content” means all text, pictures, sound, graphics, video and other data provided by Website users.

1.9 “Website” means the user interface, functionality and Content made available on pages under the Domain Name.

1.10 “Work Product” means all HTML files, Java files, graphics files, animation files, data files, technology, scripts and programs, both in object code and source code form, all documentation and any other deliverable prepared for or on behalf of Customer in development of Customer’s Website.

2. WEBSITE DEVELOPMENT.

2.1 Delivery of Initial Content. Customer shall deliver to Provider all Content that Customer intends for Provider to incorporate into the Work Product (the “Initial Content”). The Initial Content shall be in the format request on the Account Setup Page.

2.2 Development. Provider shall provide design, programming and other consulting services as needed to develop Customer’s Website.

2.3 Project Liaisons. Customer’s primary contact for development efforts shall be the project liaisons specified on the Account Setup Page.

3. WEB HOSTING, DOMAIN NAME AND WEBSITE CONTROL.

3.1 Services. Provider does not provide web hosting services. Provider suggests web hosting services, but the decision is made by Customer in its sole discretion.

3.2 Domain Name. If requested by Customer, Provider at its expense shall cooperate with Customer in registering the Domain Name with InterNIC. Customer shall own all right, title and interest in and to the Domain Name and all Intellectual Property Rights related thereto. Unless otherwise specified by Customer, Provider shall list Customer’s project liaison as the administrative, technical and billing contact.

3.3 Content Control. Customer shall have control over the Content, except that Provider may supplement, modify or alter any Work Product which has been accepted by Customer or any Content in order to update or maintain its service or Work Product, or when Provider concludes the Content violates its publication standards, including those set forth in Section 7 or its terms of service.

3.4 Site Backup. Customer is solely responsible for maintaining a complete and current copy of the Website.

3.5 Hosting Standards. Customer’s web hosting choice shall conform to the specifications required by Provider in order to develop Customer’s Website.

3.6 Trademarks. Subject to these terms and conditions, each party hereby grants to the other party a limited, non-exclusive, non-sublicenseable, royalty-free, worldwide license to use such party’s trademarks, service marks, trade names, logos or other commercial or product designations (collectively, “Marks”) for the purposes of creating content directories or indexes and for marketing and promoting the Website. The trademark owner may terminate the foregoing license if, in its sole discretion, the licensee’s use of the Marks does not conform to the owner’s standards. Title to and ownership of the owner’s Marks shall remain with the owner. The licensee shall use the Marks exactly in the form provided and in conformance with any trademark usage policies. The licensee shall not form any combination marks with the other party’s Marks. The licensee shall not take any action inconsistent with the owner’s ownership of the Marks and any benefits accruing from use of such Marks shall automatically vest in the owner.

4. PAYMENTS.

4.1 Fees. All fees must be paid prior to the creation of any Work Product by Provider on behalf of Customer.

5. PROVIDER & CUSTOMER WARRANTIES.

5.1 Work Product Warranties. Provider warrants that any Work Product, Provider Tools or Provider-made changes to the Content shall not: (a) infringe on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violate any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) be defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) be obscene, child pornographic or indecent; and (e) contain any viruses, trojan horses, trap doors, back doors, easter eggs, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information.

5.2 Customer Warranties. Customer warrants that Customer shall not distribute on or through the Website any Content that: (a) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (b) violates any law, statute, ordinance or regulation (including without limitation the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (c) is defamatory, trade libelous, unlawfully threatening or unlawfully harassing; (d) is obscene, child pornographic or indecent; or (e) contains any viruses, trojan horses, worms, time bombs, cancelbots or other computer programming routines that are intended to damage, detrimentally interfere with, surreptitiously intercept or expropriate any system, data or personal information; (e) if sent by email, has not been specifically unauthorized to be received by the recipient.

6. DISCLAIMER OF WARRANTIES. EXCEPT AS SET FORTH HEREIN, EACH PARTY EXPRESSLY DISCLAIMS ALL WARRANTIES OR CONDITIONS OF ANY KIND, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION THE IMPLIED WARRANTIES OF TITLE, NON-INFRINGEMENT, MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.

7. OWNERSHIP.

7.1 Ownership of Work Product. Provider hereby irrevocably assigns to Customer all right, title and interest in and to all Work Product and documentation produced pursuant to Customer’s requests for services hereunder including, without limitation, all applicable Intellectual Property Rights thereto. If Provider has any such rights that cannot be assigned to Customer, Provider waives the enforcement of such rights, and if Provider has any rights that cannot be assigned or waived, Provider hereby grants to Customer an exclusive, irrevocable, perpetual, worldwide, fully paid license, with right to sublicense through multiple tiers, to such rights. Provider acknowledges that there are, and may be, future rights that Customer may otherwise become entitled to with respect to the Work Product that do not yet exist, as well as new uses, media, means and forms of exploitation throughout the universe exploiting current or future technology yet to be developed, and Provider specifically intends the foregoing assignment of rights to Contractor to include all such now known or unknown uses, media and forms of exploitation throughout the universe.

7.2 Ownership of Content and Website. As between Provider and Customer, any Content given to Provider by Customer, and all User Content, shall at all times remain the property of Customer or its licensor. Provider shall have no rights in such Content or User Content other than the limited right to use such content for the purposes expressly set forth in these terms and conditions.

8. INDEMNITY.

8.1 Customer Indemnity. Customer shall defend Provider against any third party claim, action, suit or proceeding alleging any breach of the covenants contained in Section 5. Subject to these terms and conditions, Customer shall indemnify Provider for all losses, damages, liabilities and all reasonable expenses and costs incurred by Provider as a result of a final judgment entered against Provider in any such claim, action, suit or proceeding.

8.2 Mechanics of Indemnity. The indemnifying party’s obligations are conditioned upon the indemnified party: (a) giving the indemnifying party prompt written notice of any claim, action, suit or proceeding for which the indemnified party is seeking indemnity; (b) granting control of the defense and settlement to the indemnifying party; and (c) reasonably cooperating with the indemnifying party at the indemnifying party’s expense.

9. CONFIDENTIAL INFORMATION. Customer’s “Confidential Information” are any passwords used in connection with the Website, all Work Product and documents related to the Work Product, any Content which Customer designates as confidential, and any other materials of Customer which Customer designates as confidential. Customer’s “Confidential Information” also includes the Website itself until such time as Customer decides to make the Website publicly available to users. Provider’s “Confidential Information” is defined as the source code of any Provider Tools. Provider understands and agrees that Customer does not want any other Confidential Information of Provider, and should the parties believe that additional confidential information of Provider needs to be disclosed to Customer, the parties shall execute a separate non-disclosure agreement regarding such information. Each party shall hold the other party’s Confidential Information in confidence and shall not disclose such Confidential Information to third parties nor use the other party’s Confidential Information for any purpose other than as necessary to perform obligations under these terms and conditions. The foregoing restrictions on disclosure shall not apply to Confidential Information which is (a) already known by the recipient, (b) becomes, through no act or fault of the recipient, publicly known, (c) received by recipient from a third party without a restriction on disclosure or use, or (d) independently developed by recipient without reference to the other party’s Confidential Information.

10. LIMITATIONS ON LIABILITY. IN NO EVENT SHALL PROVIDER BE LIABLE FOR ANY LOST PROFITS OR SPECIAL, INCIDENTAL OR CONSEQUENTIAL DAMAGES (HOWEVER ARISING, INCLUDING NEGLIGENCE) ARISING OUT OF OR IN CONNECTION WITH THESE TERMS AND CONDITIONS.

11. GENERAL PROVISIONS.

11.1 Governing Law. These terms and conditions will be governed and construed in accordance with the laws of the Commonwealth of Pennsylvania without giving effect to principles of conflict of laws. Both parties agree to submit to jurisdiction in Pennsylvania and further agree that any cause of action arising under these terms and conditions may be brought in a court in Luzerne County, Pennsylvania.

11.2 Compliance With Laws and Professional Responsibility. Customer shall ensure that the Website complies with all applicable international, national and local laws and regulations, including those related to professional ethics and all applicable codes of professional responsibility.

11.3 Severability; Waiver. If any provision of these terms and conditions is held to be invalid or unenforceable for any reason, the remaining provisions will continue in full force without being impaired or invalidated in any way. The parties agree to replace any invalid provision with a valid provision which most closely approximates the intent and economic effect of the invalid provision. The waiver by either party of a breach of any provision of these terms and conditions will not operate or be interpreted as a waiver of any other or subsequent breach.

11.4 Headings. Headings used in this Agreement are for reference purposes only and in no way define, limit, construe or describe the scope or extent of such section or in any way affect this Agreement.

11.5 Assignment and Subcontracting. Provider’s rights, duties and obligations hereunder are personal to Provider and Provider may not assign its rights, delegate its duties or subcontract its rights without Customer’s prior written consent in Customer’s sole discretion. The parties’ rights and obligations will bind and inure to the benefit of their respective successors and permitted assigns.

11.6 Independent Contractors. Provider and Customer are independent contractors, and no agency, partnership, joint venture or employee-employer relationship is intended or created by these terms and conditions or the work performed pursuant thereto. Neither party shall have the power to obligate or bind the other party. Personnel supplied by Provider shall work exclusively for Provider and shall not, for any purpose, be considered employees or agents of Customer. Provider assumes full responsibility for the acts of such personnel while performing services hereunder and shall be solely responsible for their supervision, direction and control, compensation, benefits and taxes.

11.7 Notice. Any notices required or permitted hereunder shall be given to the appropriate party at the address specified on the Account Setup Page or at such other address as the party shall specify in writing. Such notice shall be deemed given upon personal delivery; if sent by telephone facsimile, upon confirmation of receipt; or if sent by certified or registered mail, postage prepaid, 5 days after the date of mailing.

11.8 Injunctive Relief. Customer hereby waives any right to injunctive relief or rescission and agrees that its sole and exclusive remedy for any breach or alleged breach, termination or cancellation of services by Provider shall be an action for damages and termination of its services hereunder. Customer agrees that Provider’s services are unique and that Provider may suffer irreparable harm in the event of any breach by Customer and that monetary damages in such event would be substantial and inadequate to compensate Provider. Consequently, Provider shall be entitled, in addition to such monetary relief as may be recoverable by law, to such injunctive or other relief as may be necessary to restrain any threatened, continuing or further breach by Customer, without showing or proving actual damage sustained by Provider and without posting a bond.

11.9 Entire Agreement. These terms and conditions set forth the entire understanding and agreement of the parties and supersedes any and all oral or written agreements or understandings between the parties as to the subject matter of these Terms and Conditions. Neither party is relying upon any warranties, representations, assurances or inducements not expressly set forth herein.