These Terms and Conditions are between Wali Consulting, Inc. (“Wali”) and the ("Client") on the behalf of him or herself and his or her heirs, executors, administrators, estate, attorneys, agents, assigns, successors, including, without limitation, any trustee in bankruptcy, legal representatives and beneficiaries, subsidiaries, and affiliates, collectively, the (“Parties”). WHEREAS, the Parties agree following terms and conditions between them regarding the Project (“Project”), without the expense of further disagreement, negotiation, arbitration or litigation. 1) Deposit: Client agrees to pay a deposit of the total agreed price for the Project upon signing Project Agreement ("Agreement"} or Statement of Work ("SOW"). Remainder balance shall be paid upon completion of the Project or within 30 days whichever comes first. 2) Wali Hours of Operation: Wali’s hours of operation are Monday – Friday from 9 am to 5 pm CST. Any work performed beyond hours of operation will be charged at 1 ½ of rate as specified in the price list. 3) Returned Check or Credit Card Fees: Wali will charge the Client $35 per item for each occurrence for returned check and if any part of agreed price is paid by the credit card, it will subject to 4% credit card processing fee. 4) Project Change Request: Any modification requested by the Client must be provided to Wali in writing, which can also be submitted via email at Corporate@WaliConsulting.com. Any revisions, modifications, and or additions will incur additional charges as identified in the price list. 5) Maintenance: The Client agrees to maintain the Project after the completion, unless compensate Wali for the maintenance at the rate as identified in the attached price list. 6) Client Deliverables: All contents “Contents” related to the Client’s website (i.e., Client business information, Client information, text, images, procedures, material, related forms, procedures, material, related forms, photographs, copyrights etc.) shall be provided to Wali by the Client within ten (10) days of signing the Agreement or SOW in soft form (i.e., CD, email). Wali will start the Project after receiving ALL Contents in its entirety from the Client. If Client does not provide Contents to Wali reserves the right to sign off the Project without any obligation to the Client after ten (10) days of signing the Agreement or SOW. ALL terms will be renegotiated. 7) Project Timeline: Wali estimates to perform the work agreed within 45 business days after receiving ALL Contents from the Client (unless specified earlier). However, if unreasonable delays, demands, changes or other special requests are made by the Client, the Client agrees to compensate Wali at the rate as specified in the price list. 8) Release: The Client hereby agrees that Wali does not assume any responsibility, liability for the Contents; including but not limited to the copyrights. Wali is not responsible for any claim of losses and or liability due to any error, including false and misleading information on the website. Wali will be excluded from all liabilities. Client agrees to release Wali upon execution of the Agreement or SOW from any and all claims, debts, demands, obligations, causes of action, whether in law or equity, liabilities, costs, copyrights, expenses, interests, attorneys’ fees, whether known or unknown, written or oral, arising from or relating to the contract between Parties entered herein for the Project. 9) Termination: This contract can be terminated by Wali without any obligation in the event of, but not limited to, any of the following; a) Any illegal activity proceeding because of or with the help of the services rendered. B) Failure to pay Wali all amounts owed in full. C) Any unreasonable demand by the Client. D) If there is no cooperation by the Client. E) In the event of termination of this agreement, Wali will still hold Client accountable for any balance owed to Wali plus additional expenses incurred due collection efforts.

The Client agrees that the Agreement or SOW and any information pertaining to the Agreement or SOW are to remain confidential and further the Client agrees that: 10) All services Wali offers are subject to the Sales Tax at the rate of 8.25% within the State of Texas. 11) In an event that a dispute shall arise, both parties agree to pursue it in the Collin County, Texas courthouses. This agreement shall be subject to, governed by, and construed and enforced pursuant to the laws of the Collin County, State of Texas, without regard to the choice of law provision. 12) No amendment to the Agreement or SOW may be made except by written instrument executed by the Parties. 13) NOW THEREFORE, intending to be legally bound, and in consideration of the exchange of mutual promises and covenants set forth herein and of other good and valuable consideration, the sufficiency of which is hereby acknowledged, the Parties agree that the Agreement or SOW constitutes the entire Agreement or SOW between the parties and supersedes all prior negotiations, representations, understandings and Agreements or SOW between the parties, written or oral. Additionally, the consideration recited herein is the full and complete, and there is no other consideration. 14) If the Client violates any provision the Agreement or SOW and force Wali into litigation, Wali shall be indemnified and compensated for damages, losses, litigation expenses including, but not limited to attorney fees, all court costs, and any other expenses. 15) If any provision of the Agreement or SOW shall, for any reason, be held violative of any applicable law, and or any of the Agreement or SOW is held to be unenforceable, then the invalidity of a specific provision shall not be held to invalidate any other provisions, which other provisions shall remain in full force. The Agreement or SOW may be executed in multiple counterparts, each of which shall be deemed an original, but all of which taken together shall constitute one and the same agreement. 16) the Agreement or SOW shall be binding upon the parties, their successors, and personal representatives. Whereas, each of the undersigned parties, intending to be legally bound by the Agreement or SOW, signs and enters into this agreement without coercion and with knowledge of the nature and consequences thereof. Cancellation after signing the Agreement or SOW is not permitted. No refunds are due after signing the Agreement or SOW. 17) The Client represents and warrants that they have read and understood the Agreement or SOW and determined that it is fair and reasonable under all the circumstances and that this determination has been based solely upon their independent judgment after consulting with their counsel, and that making this determination, they have had an adequate opportunity to discuss and assess the merits of all claims or potential claims. 18) Wali may issue a credit from the collected amount from the Client at its sole discretion at anytime. In such event Wali will deduct the amount for the total time spent on the Project by Wali including but not limited to; consulting and programming hours at the rate as in the attached price list. 19) Client agree to all website hosting terms and conditions from Wali and any third party hosting and domain company associated with Wali.