1. Services Provided. 

             a.              Obligations. Empro, Inc., dba ("Bulaworks"), a Washington Corporation, shall provide a Zip Web Site ("Web Site") for use on the Internet in accordance with the descriptions of service on the bulaworks.com web site. The service ("Service") provided by Bulaworks includes setup and internet accessibility of the Web Site, as well as email service. By checking the box and making payment for the Web Site, the customer ("Client") indicates acceptance of the terms and conditions delineated below ("Agreement"). The obligation of Bulaworks to perform in accordance with the terms and conditions of this Agreement is expressly conditioned upon the performance of Client in accordance with the terms hereof.
              b.             Service Interruptions. Bulaworks does not represent or warrant to Client that Client will receive continual and uninterrupted service. In no event shall Bulaworks be liable to Client for any damages resulting from or related to any failure or delay of Bulaworks to provide service hereunder, including delays or failures related to strikes, riots, fire, inclement weather, acts of God, theft, vandalism, or other cause or circumstance beyond Bulaworks' reasonable control, as defined by standard practices in the industry. Such failure or delay shall not constitute a default under this Agreement with Bulaworks.
             c.             Right to terminate or refuse. Bulaworks reserves the right at its sole discretion to refuse or cancel service at any time. Violation of any of Bulaworks’ terms and conditions could result in a warning, suspension, or possible account termination. Accounts terminated due to policy violations will not be refunded. Client may terminate Services at any point upon notification to Bulaworks by email, regular mail or fax. Client agrees that Bulaworks is under no obligation to refund any payments made up to and through the end of the current billing cycle. Bulaworks will issue no refund of setup fees after the point that development of the Client's site has begun.
             d.             Revision. Client agrees that Bulaworks may revise the terms and conditions of this Agreement, revise its billing rates and account surcharges, and revise the services provided under this Agreement at any time. Any such revisions will be binding and effective immediately on posting the revised Agreement on the bulaworks.com web site, or on notification to Client by e-mail or regular mail. Client agrees to review the Agreement periodically to be aware of any such revisions. If any revision to this Agreement is unacceptable to Client, Client may terminate this Agreement at any time by providing Bulaworks with written notice by email, regular mail or fax. Notice of termination will be effective on receipt by Bulaworks. Client agrees that, by continuing use of Bulaworks’ Services following notice of any revision to the Agreement, Client accepts any such revisions and agrees to abide by same.
             e.             Competition. Client agrees that Bulaworks may solicit customers and provide goods or services to customers who compete with Client. Client agrees that the Web Site developed for its use will make use of graphic and software elements that are reused in other sites developed by Bulaworks.
             f.             Time Frame. Bulaworks reserves the right to complete the Web Site in any time frame it determines, without respect to any promise or expectation made to the Client. Client is entitled to cancel their order and receive a full refund of their setup fees provided Bulaworks has not begun the process of development, should the Client deem any delay unreasonable.

2. Intellectual Property Rights.

             a.             Software Components. Client acknowledges and agrees that Bulaworks either owns or rightfully possesses various development tools, routines, subroutines and other programs, data and materials relating to database integration that Bulaworks may use or include in the Web Site developed under this Agreement ("Software Components"). Bulaworks retains all right, title and interest, including all copyright, patent rights and trade secret rights in the Software Components. Bulaworks grants Client a nonexclusive, non-transferable license to use the Software Components and operate Web Site developed and delivered under this Agreement for as long as Bulaworks extends service to the Client. Upon termination of Client's account with Bulaworks, this non-exclusive, non-transferable license shall terminate without notice and Client shall discontinue forthwith any and all use of such works in Client's business, on Client's website or otherwise. Bulaworks is under no obligation to provide Client with any data, content, source code, scripts, executables or HTML pages arising from Services provided by Bulaworks.
             b.             Web Site Elements. Client acknowledges that Bulaworks owns the designs used to develop the pages and graphics used in the Web Site ("Graphic Elements"). Bulaworks owns all right, title and interest, including the copyright in the Graphic Elements. Bulaworks may, at the Client's request, integrate the Client's logo or branding into the Web Site design. Aside from the original graphic representation of the client's logo, Bulaworks retains ownership of all Graphic Elements used in the design of the Web Site. Aside from the operation of the Web Site, Client shall make no use of Graphic Elements without the written consent of Bulaworks.
             c.             Content. All intellectual property rights, titles, and interests respecting the content added to the site by the Client belong to the Client.
             d.             Domain Name. All intellectual property rights, titles and interests respecting the domain name (if applicable) belong to the Client. Use of the domain name by Bulaworks shall be restricted to the Web Site design and hosting services, except as otherwise designed by this Agreement.
             e.             Credits. Bulaworks shall have a license to picture the Web Site on the bulaworks.com or bulazip.com web sites or within other Bulaworks marketing materials, and may also include a hypertext link and/or screen reproductions leading directly, or within a frame, to the Web Site.

3. Content.

             a.             Lawful Use. Client agrees that Web Site may be used for lawful purposes only. Client agrees not to submit, publish, or display on the Web Site any defamatory, illegal, inaccurate, abusive, obscene, infringing, or threatening content. Client agrees not to submit, publish, or display any content in violation of any Federal, state, or local laws, ordinances, regulations, or orders. Client accepts sole responsible for any content made accessible on the Web Site while using Bulaworks’ servers and networks. Client agrees not to use the Web Site to assist any other person or entity to violate any Federal, state, or local laws, ordinances, regulations, or orders. Client acknowledges that Bulaworks has the right to terminate service for any unlawful use of Web Site.
             b.             Copyright Infringement. Material available to Client when using Bulaworks’ Services may be subject to protection under Federal or state law, or other laws, protecting copyrights, trademarks, trade secrets and/or other proprietary information. Except when expressly permitted by the owner of such copyrights, Client agrees that it will not use Bulaworks’ Service in a manner that would infringe, violate, dilute or misappropriate any such rights, with respect to any material, that Client accesses or receive through Bulaworks.
             c.             Obscenity. Client agrees that Bulaworks is not obligated to monitor the Web Site for the purpose of examining Client's content. Client hereby acknowledges that Bulaworks has the right, but not the obligation, to edit, remove or deny access to content that is determined to be, in Bulaworks’ sole discretion, unacceptable, undesirable, offensive, indecent, obscene, excessively violent or otherwise objectionable. Bulaworks has the right to terminate service in such a case. Bulaworks may disclose any content or records concerning Client's account as required to satisfy any legal requirement, regulation, government request or court order.
             d.             Prohibited Content. Pornography and sexually-related merchandising are expressly prohibited on the Web Site. This includes implying sexual content, display of nudity, or any link to adult content anywhere on the web. Client acknowledges that Bulaworks has the right to terminate service if the Web Site is used in connection with any display of pornographic or sexually explicit material. Non-acceptable content in the Web Site (or links to non-acceptable content) include but are not necessarily be limited to:

i. The sale of or promotion of bulk email services.
ii. Sites containing any erotic or pornographic material, links to adult sites, or advertisements for adult sites.
iii. Sites which promote or distribute any software that is copyrighted and not freely available for distribution without cost; e.g. ROMs, ROM Emulators and MPEG Layer 3 files (MP3).
iv. Sites which contain violation of copyrights held by individuals and corporations or other entities.
v. Sites with material, links, or resources for hacking, phreaking, viruses, anarchy, or any type of site that promotes or participates in willful harm to Internet sites or providers.

             e.             Electronic Commerce. Client is solely responsible for the development, operation and maintenance of any products sold through the Web Site and all contents and materials appearing online or within Client's products, including without limitation (a) the accuracy and appropriateness of content and materials appearing within the store or related to Client's products, (b) ensuring that the content and materials appearing within the store or related to Client's products do not violate or infringe upon the rights of any third party, and (c) ensuring that the content and materials appearing within the store or related to Client's products are not libelous or otherwise illegal. Client will be solely responsible for the final calculation and application of shipping and sales tax. Client will also be solely responsible for accepting, processing, and filling any customer orders, and for handling any customer inquiries or complaints arising therefrom. Client is also responsible for the security of any customer credit card numbers and related customer information Client may access as a result of conducting electronic commerce transactions through the Web Site. Client will keep all such information confidential and will use the same degree of care and security as Client uses with its confidential information.

4. Unsolicited Email ("Spam").

Unsolicited commercial advertisements (spam) sent via Bulaworks’ mail servers are not allowed in e-mail, and will likely result in account termination. The following activities are specifically prohibited:

              (a) Unsolicited bulk or commercial messages ("spam"). This includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, charity requests, petitions for signatures, and political or religious tracts. Such messages may only be sent to those who have explicitly requested it from Client's Web Site.
              (b) Forging, altering or removing electronic mail headers. Any Client sending stealth spam will be terminated without warning and without refund.
              (c) Sending numerous copies of the same or substantially similar message with the intent to disrupt a server or account ("mail bombing").
              (d) Mail used to harass or intimidate others. Harassment, whether through language, frequency of messages, or size of messages, is prohibited. Sending a single unwelcome message may be considered harassment. If a recipient asks to stop receiving e-mail, Client must not send that person any further messages.

5. Client Contact.

Bulaworks reserves the right to distribute informative e-mail to its subscribers on an ad hoc basis that it feels is pertinent to the quality of its service. These announcements are predominately informative in nature and often provide its subscribers with notification describing changes, upgrades, and other critical information pertaining to services. Client agrees to accept such email and to provide Bulaworks with accurate, complete, and updated registration information. If Client does not provide Bulaworks with accurate registration information, Client agrees that its account may be terminated.

6. Payment.

             a.             Responsibility. Client is responsible for all activities and charges associated with account ("Account"). If any unauthorized charges are made on or through Client's account, you are responsible for such charges until you notify Bulaworks of a breach of security and change your password. Please be advised that the contact person or owner of Account is solely and personally responsible for activities conducted through, on, or with their Account. If Client, or any third-party to whom Client has given access to the Account, violates the Agreement, Client's Account may be terminated.
             b.             Monthly charges. If Client pays by credit card, Client expressly authorizes Bulaworks to charge the credit card account number associated with Account for any service charges that accrue from month to month. Client reauthorizes Bulaworks to charge the designated credit card account each month Client makes use Bulaworks’ Services. This authorization will remain valid until Client terminates said authorization in writing. Bulaworks may immediately terminate Client's Account, in Bulaworks’ sole discretion, for declined credit cards, returned checks, or any other non-payment of account charges.
             c.             Billing Cycle. A billing cycle will begin the first day of the month following the date Client purchases Bulaworks’ Service and will continue for one month from that date. A new billing cycle will begin on the first of the month thereafter. Client's account will be considered to be in default if payment of account charges is not received by the 15th of the month. If Client's account is still unpaid thirty days after the due date, Client may have Service interrupted or Account terminated. Bulaworks may require advance payment for custom work.
             d.             Returned payment. If any instrument received in payment is returned to Bulaworks in default, in addition to the amount due, Client will be subject to a returned check charge of $25. If Client's Account is terminated or interrupted for non-payment, Client must continue to pay your monthly account charges. Only Client's written request to terminate the Account will relieve Client of its obligation to pay the monthly account charges. If Client's account is in default, Client is subject to an interest charge of 1.5% per month, or the maximum allowable rate under law. If Client defaults on its Account or otherwise under this Agreement, Client agrees to pay Bulaworks its reasonable expenses, including attorneys' fees and collection agency fees incurred in enforcing Bulaworks’ rights under the Agreement.

7. Indemnification.

CLIENT AGREES THAT IT SHALL DEFEND, INDEMNIFY, SAVE AND HOLD BULAWORKS HARMLESS FROM ANY AND ALL DEMANDS, LIABILITIES, LOSSES, COSTS AND CLAIMS, INCLUDING REASONABLE ATTORNEY'S FEES ASSERTED AGAINST BULAWORKS, ITS AGENTS, ITS CUSTOMERS, OFFICERS AND EMPLOYEES, THAT MAY ARISE OR RESULT FROM ANY SERVICE PROVIDED OR PERFORMED OR AGREED TO BE PERFORMED OR ANY PRODUCT SOLD BY CLIENT, IT'S AGENTS, EMPLOYEES OR ASSIGNS. CLIENT AGREES TO DEFEND, INDEMNIFY AND HOLD HARMLESS BULAWORKS AGAINST LIABILITIES ARISING OUT OF; (1) ANY INJURY TO PERSON OR PROPERTY CAUSED BY ANY PRODUCTS SOLD OR OTHERWISE DISTRIBUTED IN CONNECTION WITH BULAWORKS’ SERVER; (2) ANY MATERIAL SUPPLIED BY CUSTOMER INFRINGING OR ALLEGEDLY INFRINGING ON THE PROPRIETARY RIGHTS OF A THIRD PARTY; ( 3) COPYRIGHT INFRINGEMENT AND (4) ANY DEFECTIVE PRODUCTS SOLD TO CUSTOMER FROM BULAWORKS’ SERVER.

8. Disclaimer.

BULAWORKS WILL NOT BE RESPONSIBLE FOR ANY DAMAGES YOUR BUSINESS MAY SUFFER. BULAWORKS MAKES NO WARRANTIES OF ANY KIND, EZIPED OR IMPLIED FOR SERVICES WE PROVIDE. BULAWORKS DISCLAIMS ANY WARRANTY OR MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. THIS INCLUDES LOSS OF DATA RESULTING FROM DELAYS, NON-DELIVERIES, WRONG DELIVERY, AND ANY AND ALL SERVICE INTERRUPTIONS CAUSED BY BULAWORKS AND ITS EMPLOYEES. BULAWORKS RESERVES THE RIGHT TO REVISE ITS POLICIES AT ANY TIME.

ALL SUB-NETWORKS, RESELLERS AND DEDICATED SERVERS OF BULAWORKS MUST ADHERE TO THE ABOVE POLICIES. FAILURE TO FOLLOW ANY TERM OR CONDITION WILL BE GROUNDS FOR IMMEDIATE ACCOUNT TERMINATION.

9. Non-waiver.

Any failure by Bulaworks to enforce any provision provided for in this Agreement shall not constitute a waiver of such provision or prejudice the right of Bulaworks to enforce such provision at any subsequent time. The remedies reserved by Bulaworks herein shall be cumulative and in addition to any other remedies provided in law or equity.

10. Governing law; Jurisdiction.

This Agreement is to be governed by, and interpreted according to the laws of the State of Washington without applying its choice of law provisions. The parties consent to the jurisdiction of the state and federal courts in Washington. Customer agrees service of process is effective if Bulaworks sends a summons and complaint, filed in any Washington court, by certified United States mail to Client's last known address.

Should any portion of this Agreement be found to be in violation of any law in any locality, then this agreement shall be deemed to be modified only to the extent necessary to be considered legal and enforceable in such locality only.