CEMETERY 360 INC - Laserfiche WebLink

maintain and provide a hypertext link or iframe link or URL to the Site so that the Client can integrate and access the Site to the Client's website. (d) CWI. Cemetery360 will work with Client's designated website manager to embed iframe links and HTML code for seamless integration. Cemetery360 will provide a responsive 360-player and/or CemLS widget to be viewed within the Client's website. (e) SI. Cemetery360 will assist Client to integrate the 360-player and/or CemLS widget to third party applications and/or software as set forth in the Proposal(as defined below). 1.02. Cemetery360 will determine the method,details,and means of performing the above-described Services. Cemetery360 may,at Cemetery360's own expense, use any employee or subcontractor as Cemetery360 deems necessary to perform the Services required of Cemetery360 by this Agreement. Client may not control, direct,or supervise Cemetery360's employees or subcontractors in the performance of those Services.The Client acknowledges and agrees that Cemetery360 has full editorial,production and content control over all aspect of the production and post-production of the Virtual Cemetery. 1.03. Cemetery360 agrees to provide Client with Services as may be provided by Cemetery360 from time to time. Cemetery360 reserves the right to change or modify the features of Client's service plan from time to time on 30 days written or e-mailed notice to Client. Client's continued use of Cemetery360's services after receipt of such a notice of modification shall constitute Client's acceptance of and agreement to be bound by Cemetery360's modification of the terms and conditions of this Agreement. 1.04. Cemetery360 enters into this Agreement, and will remain throughout the term of the Agreement, as an independent contractor. Cemetery360 agrees that it is not and will not become an employee, partner, agent, or principal of Client while this Agreement is in effect. Cemetery360 agrees it is not entitled to the rights or benefits afforded to Client's employees, including disability or unemployment insurance,workers'compensation, medical insurance, sick leave,or any other employment benefit. Cemetery360 is responsible for providing, at its own expense, disability, unemployment,and other insurance,workers'compensation,training,permits, and licenses for its employees and subcontractors. ARTICLE 2. COMPENSATION 2.01. The Fee Schedule for the Services is contained in Appendix A. In consideration for the Services to be performed by Cemetery360, Client agrees to pay Cemetery360 fees as as follows: (a) Imaging Service. In consideration of the Imaging Service, On or before the first day of commencement the Imaging Service,the Client shall pay the imaging fees set forth in the Fee Schedule("Imaging Fees"). Additional and ongoing Imaging Service updates, additions and fee structure will be outlined in a separate proposal as requested. (b) CemLS. In consideration of the CemLS,Client shall pay Cemetery360 as follows: (i) On or before the first day of commencement of CemLS, Client shall pay 100%of the one-time CemLS setup fees set forth in the Fee Schedule("CemLS Setup Fees"); and (ii) In addition,the Client shall pay the annual CemLS fees as set forth in the Fee Schedule ("CemLS Fees")on or before the Site going live, and on each anniversary thereof.The CemLS Fees shall be considered late after twenty(20)days and a charge of 10% of total amount owed shall be added as a late fee. (c) Hosting Service. In consideration of the Hosting Service, Client shall pay Cemetery360 the annual Hosting Service fees as set forth in the Fee Schedule("HS Fees")on or before the Site going live,and on each anniversary thereof.The HS Fees shall be considered late after twenty (20)days and a charge of 10% of total amount owed shall be added as a late fee. (d) CWI. Client shall pay the one-time CWI setup fees as set forth in the Fee Schedule("CWI Fees").The CWI Fees shall be considered late after twenty(20)days and a charge of 10%of 2