Acceptance by customer of any proposal, quote or invoice issued by DSM, to which these terms and conditions are attached or by reference made a part of, shall establish a binding agreement between customer and DSM with respect to the duties of both parties in accordance with the established proposal (work being completed for customer). Written or verbal acceptance (be it formal or informal) of any proposal and/or the acceptance of services by customer shall constitute customer’s consent these terms and conditions set forth in the propsosal. This order and contract shall be governed exclusively by and be construed in accordance with the laws of the State of New Jersey (except the conflicts of law as provisions thereof).

Scope of Service

DSM will only provide professional services set forth in the agreement. Client understands and agrees that unless otherwise stated in the agreement, DSM is not responsible for action out of the scope of provided services, not limited to notifications or reports that may be required for submission to third parties (including governmental authorities). If client requests and DSM agrees to perform additional services outside the scope of employment, client shall compensate DSM for services in accordance with rates set forth in the agreement.

Client’s Content

Client represents and pledges to DSM that: (1) it owns, or has received the express written consent to use all of the content client provides DSM; (2) client content does not contain any obscense, threatening, vulgar, defamatory, libelous, infringing or unlawful content; (3) client content does not violate rights of any third party, including copyrights and trademarks; (4) client ensures that it is in full accordance with the terms of any licensing contracts between client and a third party.

Client’s Ownership and DSM’s Ownership

Once payment is received for services in accordance with the terms set forth in the agreement, DSM grants all content rights generated for client exclusively to client. DSM maintains the right to display graphics and other Web based content created for client as examples of The DSM’s Group’s work. DSM shall own and maintain posession of all intellectual property including previous material, information and data generated through the course of contractual obligations.

Limitations of Ownership

In the event of a breach of either party’s confidentiality through willful misconduct, the owner and employees will not be liable for any special, incidental or consequential damages, including loss of data, profits, revenue in accordance with the Agreement. The client has the right to cancel its business at any time before the DSM Group begins its work on the Client’s request. Afterwards, a client may only cancel services that have not yet been performed yet by DSM staff.

Indemnification

The client agrees to defend, indemnify and support DSM in the event of any and all claims, liabilities, actions, demands, proceedings, losses, damages, suits, costs and expenses (including attorney fees) based upon a third party claim arising out of the client’s content, whether it be direct or indirect.

Force Majeure

DSM is not liable for any delay or failure in its performance interrupted by cicumstances beyond its control. These include but are not limited to natural disasters, wars, strikes, riots, fires, explosions and any local, state, federal, national or international law or governmental order. DSM and its Client will discuss DSM’s performance as well as payment, costs and time extension to be incurred by DSM, if any.

Title and Risk of Loss

Title of all property created upon request by the client to DSM will pass to the customer after payment is received. Risk of loss shall also pass upon delivery to the customer.