WEBSITE DESIGN AGREEMENT
This Website Design Agreement ("Agreement") is made and entered into by and between Express Legal Sites LLC, located at 2269 S University Dr #1100, Davie, FL 33324 ("Provider") and the undersigned ("Client"). This Agreement will become effective on the date it is digitally signed by an authorized representative of Client ("Effective Date"). The purpose of this Agreement is to set forth the terms and conditions by which Provider will perform certain website design and related services for Client. In consideration of the mutual promises contained herein, and for other good and valuable consideration, Provider and Client agree as follows:
1. ENGAGEMENT OF PROVIDER
1.1. Description of Services. Subject to the terms and conditions of this Agreement, Provider will design a website (the "Website") for Client by timely providing the design and related services described on Schedule A attached hereto and incorporated herein by reference (the "Services") in a professional and timely manner. Client will cooperate with Provider's reasonable requests for information necessary to accomplish the tasks and objectives for completion of the Services. All programming and documentation will comply with standards currently employed by Client.
1.2. Changes to Scope of Services. Provider will be responsible for delivering and performing only those Services identified on Schedule A. In the event Client wishes to make any modification to the Services, Client must submit an additional work request via Provider's online account dashboard on Provider's website. Provider will determine the additional billable hours required to complete the work and submit to Client a written invoice via Provider's online account dashboard within ten (10) business days. Provider's invoice will include the rate and charges for the additional work, a statement of the availability of Provider's personnel and resources, as well as the impact the proposed changes will have on delivery dates, deliverables, or warranty provisions of this Agreement. Provider will begin performance of the additional work when full payment of the invoice is received by Provider.
1.3 Relationship of Parties. Provider is an independent contractor with respect to its relationship to Client. Neither Provider nor its employees or subcontractors are or shall be deemed for any purpose to be employees of Client. Nothing in this Agreement will be deemed to create an agency, partnership, or joint venture between the parties. Client will not be responsible to Provider or its employees for any payroll taxes related to performance of the Services. Neither party has authority to bind the other or incur any liability or otherwise act on behalf of the other party.
2. TERM AND SATISFACTION GUARANTEE
2.1 Term. The term of this Agreement will begin on the Effective Date and will expire upon completion of the Services, unless earlier terminated pursuant to Provider's 100% Satisfaction Guarantee (as described below). The Services will be completed timely in accordance with the schedule set forth on Schedule A. Provider will begin the Services on the date of payment, and will continue until the satisfactory completion of the Services. The term "satisfactory completion" of the Services means when the software developed for the Website performs to the specifications set forth on Schedule A.
2.2 Satisfaction Guarantee. The Website has a 100% satisfaction guarantee. If Client is not satisfied with the first draft of the Website, Client may terminate this Agreement by requesting cancellation of the Services via Client's online account dashboard on Provider's website. Provider will honor the cancellation request, terminate this Agreement, and Client will receive a full refund of all payments made to Provider for the Website and the Services. Title to Website will not transfer to Client, but will remain with Provider and Client will not be entitled to any Services after the date of termination. It is understood and agreed by the parties that, in the event Client requests revisions to the first draft of the Website and Provider begins those revisions, then Client will no longer be eligible for a refund if not satisfied with the Services.
3. FEES AND PAYMENT
In consideration of the Services, Client will pay to Provider fees in the amount determined in accordance with the payment schedule and terms set forth on Schedule B hereto. All payments made to Provider under this Agreement must be made in the name of Client and paid in United States currency. Before Provider will begin work on the Website, Client must pay the initial payment amount stated on Schedule B. Except as expressly provided in this Agreement, payments are non-refundable. All fees provided for in this Agreement exclude any direct or indirect federal, state, municipal or other governmental sales, excise, use or similar taxes, tariffs, or assessments of any nature (collectively, "Taxes") that may be applicable to performance of the Services, together with any penalties, interest or any additions thereto. Client is responsible for paying all Taxes associated with the Services under this Agreement other than taxes related to Provider's net income or property. Client agrees to indemnify, defend and hold harmless Provider from any Taxes or claims, causes of action, costs, and any other liabilities of any nature whatsoever related to such Taxes.
4. OWNERSHIP RIGHTS
Subject to the terms of this Agreement, upon satisfactory completion of the Services, Client will own the Website and all of its proprietary information included in the Services, as well as all source code, object code, screens, documentations, digital programming, operating instructions, design concepts, content, graphics, domain names, and characters.
5.1 Protection. As used in this Agreement, "Confidential Information" refers to a party's own proprietary information, which includes trade secrets, know how, and other non-public business information. From time to time, Client may share Client's Confidential Information with Provider in connection with the Services. Provider agrees that at all times during or subsequent to the performance of the Services, Provider will keep confidential and not use, divulge, disclose, or communicate Client's Confidential Information, except to the extent necessary to perform the Services. It is understood and agreed that Client does not wish to receive from Provider any Confidential Information of Provider or of any third party. Provider represents that it will not share Provider's Confidential Information with Client.
5.2 Exceptions. Provider's obligations with respect to Confidential Information will not apply when Provider can show that: (i) it was in the public domain when it was communicated to Provider; (ii) it entered the public domain subsequent to the time it was communicated to Provider through no fault of Provider; or (iii) it was in Provider's possession free of any obligation of confidence at the time it was communicated by Client.
5.3 Disposition. Upon the termination of this Agreement, Provider will securely dispose of all Confidential Information of Client in Provider's possession and Provider will certify in writing such destruction to Client upon request.
6. WARRANTIES AND DISCLAIMER
6.1 Provider Warranties. Provider warrants to Client that all software programming, web pages, and materials delivered to Client in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During Provider's recommended beta testing period and for the 30 consecutive days immediately following completion of beta testing, Provider will correct any software anomalies ("bugs") that occur because of defects in the source code included in the software. After such time, Provider will make changes on a fixed hourly rate or a negotiated fixed quote basis. While no website design process is able to guarantee bug-free results, the Services will be provided in a workmanlike manner, within local industry standards and tolerances for commercial applications. This warranty does not cover items damaged, modified or misused after delivery to Client.
6.2 Client Warranties. Client represents and warrants to the Provider that Client owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the Website, and that Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. Client will indemnify and hold harmless Provider from all losses and claims, including attorney fees and legal expenses, which may result by reason of claims by third parties related to such materials.
6.3 Intellectual Property Rights. Provider represents and warrants that it has the unencumbered right and power to enter into and perform this Agreement and that Provider is not aware of any claims or basis for claims of infringement of any patent, trademark, copyright, trade secret, or contractual or other proprietary rights of third parties in or to any programming or materials included by Provider in the Services or trade names related to the Services. In the event of any claim, charge, suit or proceeding by any third party against Client alleging such infringement, Provider shall defend such claim, charge, suit or proceeding. Provider shall indemnify and hold harmless Client from and against any loss, cost, damage or expense (including attorney fees and legal expenses) incurred by Client that may result by reason of any such claim, charge, suit or proceeding. Client shall have the right, if it so desires, to be represented in any such claim, charge, suit or proceeding by counsel. Subject to the Disclaimer of Warranties section of this Agreement, if any of the programming or materials included by Provider in the Services becomes the subject of an infringement suit, Client may terminate this Agreement and shall be entitled to a refund of any payments that it has made to Provider under this Agreement.
6.4 Disclaimer of Warranties. EXCEPT FOR THE LIMITED WARRANTIES SET FORTH IN THIS AGREEMENT, PROVIDER DOES NOT REPRESENT OR WARRANT THAT THE WEBSITE OR SERVICES WILL MEET ALL OF CLIENT'S REQUIREMENTS OR EXPECTATIONS OR THAT ALL ERRORS OR DEFICIENCIES WILL BE CORRECTED. PROVIDER MAKES NO REPRESENTATIONS OR WARRANTIES THAT THE WEBSITE OR SERVICES WILL GUARANTEE OR ENSURE COMPLIANCE WITH ANY LAW, REGULATION OR LEGAL REQUIREMENT. THE WEBSITE AND SERVICES ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS AND PROVIDER DOES NOT MAKE ANY WARRANTY OF ANY KIND, EITHER EXPRESS OR IMPLIED, INCLUDING BUT NOT LIMITED TO, THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE. PROVIDER DOES NOT WARRANT THAT THE WEBSITE OR SERVICES WILL BE UNINTERRUPTED, FREE FROM VIRUSES, ERROR-FREE, OR SECURE. CLIENT'S USE OF THE WEBSITE AND SERVICES IS AT ITS OWN RISK.
6.5 Limitation of Liability. UNDER NO CIRCUMSTANCES SHALL EITHER PARTY BE LIABLE TO THE OTHER PARTY OR ANY THIRD PARTY FOR INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY DAMAGES (EVEN IF THAT PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES), ARISING FROM ANY PROVISION OF THIS AGREEMENT SUCH AS, BUT NOT LIMITED TO, LOSS OF REVENUE OR ANTICIPATED PROFIT OR LOST BUSINESS, COSTS OF DELAY OR FAILURE OF DELIVERY, OR LIABILITIES TO THIRD PARTIES ARISING FROM ANY SOURCE.
6.6 Attorney's Fees and Costs. In the event of a dispute arising under this Agreement, whether or not a lawsuit or other proceeding is filed, the prevailing party shall be entitled to recover its reasonable attorneys' fees and costs, including attorneys' fees and costs incurred in litigating entitlement to attorneys' fees and costs, as well as in determining or quantifying the amount of recoverable attorneys' fees and costs. The reasonable costs to which the prevailing party is entitled shall include costs that are taxable under any applicable statute, rule, or guideline, as well as non-taxable costs, including, but not limited to, costs of investigation, copying costs, electronic discovery costs, telephone charges, mailing and delivery charges, information technology support charges, consultant and expert witness fees, travel expenses, court reporter fees, and mediator fees, regardless of whether such costs are otherwise taxable.
7. GENERAL CONDITIONS
7.1 Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such assignment will be void. If Client sells its firm to a third party, such consent by Provider will not be unreasonably withheld.
7.2 Severability. If any provision of this Agreement is held to be invalid, illegal, or unenforceable, each such provision will be modified to the minimum extent necessary to make it valid and enforceable, or if it cannot be modified, then such provision will be severed and the remaining portions of this Agreement will remain in full force and effect and construed so as to best effectuate the original intent of the parties and purpose of this Agreement.
7.3 Entire Agreement; Amendment. This Agreement constitutes the entire agreement between the parties concerning the subject matter hereof and supersedes all written or oral prior agreements or understandings with respect thereto. This Agreement may not be amended, except by a writing signed by both parties.
7.4 Governing Law. This Agreement is governed by the laws of the United States and construed in accordance with the laws of the State of Florida, without regard to conflict of laws rules. Venue will be laid in a court of competent jurisdiction in the state of Florida and both parties expressly consent to jurisdiction of such courts. If any dispute arises between the parties concerning this Agreement, the prevailing party will be entitled to recover from the non-prevailing party reasonable attorneys' fees and costs incurred in connection with such dispute.
7.5 Excusable Delay. Provider will not be responsible for delays or failures in performance resulting from acts beyond the control of Provider, including, without limitation, acts of God, strikes or other labor disputes, riots, acts of terror, epidemics, fires, earthquakes, hurricanes, computer, telecommunications, internet service provider or hosting facility failures or delays involving hardware, software or power systems, malicious code, denial of service threats, or inability to obtain energy; provided however, that Provider will promptly resume performance of the Services as soon as reasonably practical.
7.6 Counterparts/Electronic Signatures. Provider and Client may execute this Agreement in multiple counterparts, each of which constitutes an original as against the party that signed it, and all of which together constitute one agreement. The signatures of the parties need not appear on the same counterpart. The parties will both execute this Agreement electronically and Client will affix the signature of its authorized representative electronically to this Agreement by performing the electronic signature method provided in connection with this Agreement ("E-Signature"). Client agrees that such E-Signature is the legal equivalent to a hand-written signature on this Agreement, which shall have the same binding legal effect as if Client had personally signed by putting pen to paper. Client understands and agrees that Provider will rely on Client's E-Signature to process and effect this Agreement.
PROVIDER: Express Legal Sites LLC
By: #Authorized Representative#, #Title#
Client has caused this Agreement to be executed by its duly authorized
representative beginning on the Effective Date.
Client Business Name: #Sample Firm#
Client Street Address: #123 Main St, Miami, FL#
By: #John Doe#, #Title#
Digitally signed: #Effective Date# at #Time# (Eastern Standard Time)
IP Address: #123.456.789.123#
User ID Hash: #abcd#
Description of Services and Schedule
Website design and development, including:
$99.00 due immediately upon execution of the Agreement on the Effective Date.