The client is engaging OTHER10 as the sole designer for the project of designing and/or maintaining an internet website to be installed on the designer’s web space on a web hosting (SITE5 in Washington DC) service’s computer.
The client hereby authorizes OTHER10 to access an administrative account, and authorizes the web hosting service to provide the designer with “write permission” for the client’s web page directory, cgi-bin directory, and any other directories, social networking accounts or programs which need to be accessed for this project(s).
The client also authorizes the designer to publicize the completed website to web search engines, as well as other web directories, indexes and to promote OTHER10 with a link back located on a visible but unobtrusive section of the website.
OTHER10 reserves the right to assign subcontractors to this project to insure the right fit for the job as well as on-time completion. OTHER10 will not assign subcontractors to business sensitive materials and they will not have administrative access to the site in any of the design stages for the client’s project.
The client has been added to this contract as a single point of contact between OTHER10 and all others attached to [projectname]. All changes, updates, approvals, and modifications will come through this person in order to keep the project on task and on time. Any inquiries made outside of this point of contact will be pushed through the point of contact for verification. This will stay this way until the client is replaced officially with a new point of contact.
OTHER10 states that the cost for maintaining the website described in the site specification will be $129 (One hundred and twenty-nine US dollars) per month.
Payments will be made on the 15th (fifteenth) of every month for twelve (12) months. $400 (four-hundred US dollars) is due upon the signing of this agreement (unless agreed on different initial fee, in which that instead) before work begins and $129 (One hundred and twenty-nine US dollars) per month will continue for 12 months. After the initial contract period, this Design (and/or) Maintenance agreement for [projectname] will be automatically renewed to continue unless otherwise specified by the client.
Payments can be made via check or on-line via credit card or Paypal. If a payment is made on-line using a credit card, Paypal account, or any other means of electronic payment, the payment may be susceptible to fees charge to process the payment.
Delinquent bills will be assessed a $15 (fifteen US dollars) charge if payment is not received within 15 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 10% (twenty US dollars) penalty will be added for each month of delinquency. If an amount remains delinquent 120 days after its due date, OTHER10 reserves the right to remove the webpage(s) from viewing on the Internet until payment is made. Any items created by OTHER10 including logos, mock-ups, website designs, and domain names remain property and copyright of OTHER10 until the payment is paid in full by the client.
In case collection proves necessary, the client agrees to pay all fees incurred by that process. This agreement becomes effective only when signed by the designer or a OTHER10 representative.
OTHER10 will maintain the website for individual or corporate use to the specifications required by the client. The client is required to either give exact specifications or have OTHER10 do their best to meet the general requirements laid out by the client.
The estimate describes in this document is only referring to the site specifications given by the client at the time this document was printed. The date can be found on the bottom of this page. Additional work not included with this document will require further payment deemed necessary by the designer, OTHER10. If the web site requires revisions the client will be billed accordingly and a new invoice will be issued.
The process for the presentation of graphics consists of [designername] providing drafts and asking for feedback from the client. The client then gives feedback or approves of the images being used before they are put in place. The estimate assumes 2 rounds of this process will suffice for image creation.
All content on the website will be provided by the client for [designername] to use. This content will be displayed as final drafts on the website and should be pre-read and checked by the client before issuing for use with the website. The content should be labelled depending on the placement that it is needed on the site. For example, the“ About Us” content should contain information about the individual or corporation and be labelled as such.
To maintain our portfolio credentials and integrity we, [designername] is also entitled to reproduce samples of the client’s website in our portfolio and in our marketing material.
Changes requested by the client that are not included in this contract and / or project scope will be billed at an hourly rate of $48.00 (forty-eight US dollars) per hour. This rate shall also govern additional work authorized beyond the maximums specified above for such services as general Internet orientation education, marketing consulting, web page design, editing, modifying product pages and databases in an on-line store, art, photo, graphics services, and helping clients learn how to use their own web page editor.
All billable changes will be documented and brought to the attention of the client before any charges are accrued.
This Agreement shall be effective as of the time frame the client signs up for Design (and/or) Maintenance Services for [projectname]. This Agreement may be terminated by either party upon written notice to the other, if the other party breaches any material obligation provided hereunder and the breaching party fails to cure such breach within thirty (30) days of receipt of the notice. This Agreement may be terminated by OTHER10 (i) immediately if the client fails to pay any fees hereunder; or (ii) if the client fails to cooperate with OTHER10 or hinders OTHER10’s ability to perform the Design (and/or) Maintenance Services for [projectname] hereunder.
OTHER10 agrees to provide the client with Design (and/or) Maintenance Services as described in this Agreement. Design (and/or) Maintenance Services for [projectname] include:
For the purposes of providing these services, the client agrees:
The client understands, acknowledges and agrees that:
The client shall indemnify and hold harmless OTHER10 (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by OTHER10 as a result of any claim, judgment, or adjudication against OTHER10 related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by the client to OTHER10 (the “Client Content”), or (b) a claim that OTHER10’s use of the Client Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, OTHER10 must: (i) give Client prompt written notice of a claim; and (ii) allow the client to control, and fully cooperate with the client in, the defense and all related negotiations.
OTHER10 does not warrant that the Design (and/or) Maintenance Services for [projectname] will meet the client’s expectations or requirements. The entire risk as to the quality and performance is with the client. Except as otherwise specified in this agreement, OTHER10 provides its services “as is” and without warranty of any kind. The parties agree that (A) The limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (B) Each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
In no event shall OTHER10 be liable to the client for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. There shall be no refunds. OTHER10 makes no warranty of any kind, whether express or implied, with regard to any third party products, third party content or any software, equipment, or hardware obtained from third parties.
The client makes the following representations and warranties for the benefit of OTHER10:
The parties agree to hold each other’s Proprietary or Confidential Information in strict confidence. “Proprietary or Confidential Information” shall include, but is not limited to, written or oral contracts, trade secrets, know-how, business methods, business policies, memoranda, reports, records, computer retained information, notes, or financial information. Proprietary or Confidential Information shall not include any information which: (i) is or becomes generally known to the public by any means other than a breach of the obligations of the receiving party; (ii) was previously known to the receiving party or rightly received by the receiving party from a third party; (iii) is independently developed by the receiving party; or (iv) is subject to disclosure under court order or other lawful process. The parties agree not to make each other’s Proprietary or Confidential Information available in any form to any third party or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each party’s proprietary or confidential information shall remain the sole and exclusive property of that party. The parties agree that in the event of use or disclosure by the other party other than as specifically provided for in this Agreement, the non-disclosing party may be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, OTHER10 and the client acknowledge and agree that their obligations of confidentiality with respect to Proprietary or Confidential Information shall continue in effect for a total period of three (3) years from the effective date.
OTHER10 does not warrant that the functions contained in these web pages or the internet website will be uninterrupted or error-free. The entire risk as to the quality and performance of the web pages and website is with the client or hosting company provided to the client by the designer.
In no event will the designer be liable to the client or any third party for any damages, including any lost profits, lost savings or other incidental, consequential or special damages arising out of the operation of or inability to operate these web pages or website, even if OTHER10 has been advised of the possibility of such damages.
If any provision of this agreement shall be unlawful, void, or for any reason unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Neither party will be liable for, or will be considered to be in breach of or default under this Agreement on account of, any delay or failure to perform as required by this Agreement as a result of any causes or conditions that are beyond such Party’s reasonable control and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
OTHER10, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained herein shall constitute this arrangement to be employment, a joint venture, or a partnership. The client does not undertake by this Agreement, or otherwise, to perform any obligation of OTHER10, whether by regulation or contract. In no way is OTHER10 to be construed as the agent or to be acting as the agent of the client in any respect, any other provisions of this Agreement notwithstanding.
Any notice required to be given under this Agreement shall be in through the cancellations contact form on the website or writing and delivering personally to the other designated party, mailed by certified, registered or Express mail, return receipt requested or by Federal Express. Either party may change its address to which notice or payment is to be sent by written notice to the other under any provision of this paragraph.
This Agreement shall be governed in accordance with the laws of the state of Virginia. All disputes under this Agreement shall be resolved by litigation in the courts of the state of Virginia including the federal courts therein and the Parties all consent to the jurisdiction of such courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
The provisions of the Agreement shall be binding upon and shall inure to the benefit of the Parties hereto, their heirs, administrators, successors and assigns.
The client may not assign this Agreement or the rights and obligations thereunder to any third party without the prior express written approval of OTHER10. OTHER10 reserves the right to assign subcontractors as needed to this project to ensure on-time completion.
No waiver by either party of any default shall be deemed as a waiver of prior or subsequent default of the same of other provisions of this Agreement.
From time to time governments enact laws and levy taxes and tariffs affecting Internet electronic commerce. The client agrees that the client is solely responsible for complying with such laws, taxes, and tariffs, and will hold harmless, protect, and defend OTHER10 from any claim, suit, penalty, tax, or tariff arising from the client’s exercise of Internet electronic commerce.
Copyright to the finished assembled work produced by the designer (of OTHER10) is owned by OTHER10 until the final payment (12th Paid Month) on the one year anniversary of this contract, the client is assigned rights to use as a website, the design, graphics, and text contained in the finished assembled website. OTHER10 retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
The client represents to OTHER10 and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to OTHER10 for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend OTHER10 from any claim or suit arising from the use of such elements furnished by the client.
If any term, clause or provision hereof is held invalid or unenforceable by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
No Inference Against Author – No provision of this Agreement shall be interpreted against any Party because such Party or its legal representative drafted such provision.
The client and OTHER10 agree to make a good-faith effort to resolve any disagreement arising out of, or in connection with, this Agreement through negotiation. Should the parties fail to resolve any such disagreement within ten (10) days, any controversy or claim arising out of or relating to this Agreement, including, without limitation, the interpretation or breach thereof, shall be submitted by either party to arbitration in Charlottesville, Virginia and in accordance with the Commercial Arbitration Rules of the American Arbitration Association. The arbitration shall be conducted by one arbitrator, who shall be (a) selected in the sole discretion of the American Arbitration Association administrator and (b) a licensed attorney with at least ten (10) years experience in the practice of law and at least five (5) years experience in the negotiation of technology contracts or litigation of technology disputes. The arbitrator shall have the power to enter any award that could be entered by a judge of the state courts of Virginia sitting without a jury, and only such power, except that the arbitrator shall not have the power to award punitive damages, treble damages, or any other damages which are not compensatory, even if permitted under the laws of the state of Virginia or any other applicable law. The arbitrator must issue his or her resolution of any dispute within thirty (30) days of the date the dispute is submitted for arbitration. The written decision of the arbitrator shall be final and binding and enforceable in any court having jurisdiction over the parties and the subject matter of the arbitration. Notwithstanding the foregoing, this Section shall not preclude either party from seeking temporary, provisional, or injunctive relief from any court.
The agreement contained in this “AGREEMENT FOR DESIGN (and/or) MAINTENANCE OF A WEB SITE” constitutes the sole agreement between the designer (of OTHER10) and the client regarding Design (and/or) Maintenance for [projectname]. Any additional work not specified or requested in the initial first “design” month of [projectname] in the contract will be postponed to the next month’s three (3) hours or charged an additional $48.00 (forty-eight US dollars) an hour.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business.
I, the client, sign this document stating I have read and agreed to all of the above in cooperation with OTHER10 in Design (and/or) Maintenance of [projectname]. I also agree that if under any circumstances I cannot afford to pay the remaining balance I forfeit the deposit and will have everything designed by OTHER10 revoked and the contract terminated until I can pay the remaining balance in full.
All terms of this contract are contingent upon strike, accidents, or other causes beyond our control.