Website Design, Development and Hosting Agreement
This Website Design, Development and Hosting Agreement the (“Agreement”) is entered into on the date of purchase by and between the purchaser and client (hereinafter referred to as “Client”) and Small Business Saturday LLC, (hereinafter referred to as “Company”).
1. Website Design and Development. Client agrees to pay to Company the purchase price (the “Contract Price”) to design and develop a website for Client (the “Client Website”) in accordance with the accompanying Scope of Work, attached to this Agreement as Exhibit A.
(a) Change Orders. Any changes to the Scope of Work following the execution of this Agreement requiring Additional Work must be submitted to and accepted by Company in writing as a “Change Order”. The costs of any such changes shall be added to the Contract Price. Additional Work shall be defined as the addition or revision of pages, graphics, or other features, any text, graphic or page design or programming requiring more than two rounds of textual or graphical revisions, substantial revisions to text and/or content provided by Client, changes to elements which have been finalized, or significant changes in the Scope of Work.
(b) Due Dates and Delays. Company will use its best efforts to deliver the Client Website in the time frame specified in the Scope of Work. Terms of the project: 12 weeks from purchase date. Client acknowledges and agrees that any due dates set forth in the Scope of Work are subject to delay if Company does not receive the required materials or documentation in a timely manner or in the required format or if approvals are delayed by Client or if the Scope of Work is changed by Client.
(c) Client Submitted Content. All written content submitted by Client for use in the Client Website must be typewritten, proofread and delivered to Company in the body of an email message or as a Microsoft Word electronic document or plaint text electronic document. Any content submitted by Client in any other manner or format, including, but not limited to Adobe PDF format, will be returned to Client for resubmission. Company will not make any attempt to proofread or correct any contextual, grammatical or typographical errors in the written content submitted by Client unless Client purchases an option with this feature included in the scope of work. It is Client’s sole responsibility to check the accuracy of the written content and correct any errors prior to submission for final publication. Company will assume that all the written content submitted by Client has been proofread and is ready for publication. Client may elect to pay Company the Hourly Rate set forth below to type and proofread any written content not submitted in the electronic formats specified above.
(d) Company License and Credit. Client hereby grants to Company a non-exclusive and limited license to use Client’s trade names, logos and other trademarks in connection with Company advertising, marketing and promotion of its products and services. Client agrees that any unsolicited positive feedback Client provides to Company may be used in any Company marketing and/or advertising materials (i.e., customer testimonials). Client further agrees that Company may use and display the graphics and other web design elements of Client’s website as examples of Company website design and development work. To maintain Company’s portfolio credentials, and the integrity of any applicable copyrights, Company shall be entitled to place an unobtrusive credit in the footer on each page of Client’s website.
2. Payment Terms. Upon the signing of this Agreement, Client agrees to pay to Company the total amount listed.
3. Business Hours. Company representatives are available by appointment only.
4. Customer Service. Company, either directly or through its authorized service provider, shall provide customer service (the “Customer Service”) relating to Client Website consisting of replying to customer questions or complaints regarding website hosting services during the normal business hours set forth. Company is not obligated to provide any Customer Service except as specified in this Section. Company at its sole discretion may at any time alter or cease providing the Customer Service which it has agreed to provide to Client relating to Client Website pursuant to this Agreement without any liability to Company.
5. Independent Contractor Status. Contractor is an independent contractor, not an employee, agent, or partner of Owner. Contractor has no authority to bind or obligate Owner regarding permits or other matters. This contract will not be construed as in any way establishing a partnership, joint venture, express or implied agency, or employer-employee relationship between the parties.
6. Termination. Either party may terminate this contract by written notice. Refunds are not provided.
7. Entire Agreement, Governing Law, Miscellaneous. This contract embodies the entire agreement between the parties and supersedes all prior oral and written agreements regarding the Services herein. Changes or amendments shall be valid only if in writing and signed by both parties. This contract and the terms and conditions hereof apply to and are binding on the heirs, legal representatives, successors, and assigns of the Owner.
This contract shall be governed and construed under the laws of the Commonwealth of Virginia and shall be binding upon and inure to the benefit of the heirs, successors and assigns of the parties. Whenever the context may require, any pronoun or word used in this contract shall include the corresponding masculine, feminine, and neuter forms; and the singular shall include the plural and vice versa.
In the event of dispute, litigation, or collection efforts regarding any payment due or any provision of this contract, the prevailing party shall be entitled to recover its reasonable attorneys’ fees and collection costs, whether or not suit is filed, and court costs if suit is filed. Any action or proceeding related to this contract shall be brought exclusively in the courts of the County of Henrico, Virginia.
This contract may not be assigned, transferred, or delegated, in whole or in part, by either party without the prior written consent of the other party. Any attempted assignment without such consent shall be null and void.
The failure of Contractor to insist on strict performance of any of the terms and conditions hereof shall be deemed waiver of the rights or remedies that Contractor may have regarding that specific instance only and shall not be deemed a waiver of any subsequent breach or default in any terms and conditions of this contract. Contractor’s exercise of any remedy is cumulative, and not exclusive.
The invalidation or unenforceability in any particular circumstances of any of the provisions of this contract will in no way affect any of the provisions hereof, which remain in full force and effect. Sections regarding payment of fees, indemnity, interest, attorney’s fees, and notice shall survive termination of this contract.
The parties shall take such further actions, execute such further documents and grant such further assurances to effectuate the terms, conditions and intent of this contract.
If this contract is executed by more than one Owner, the obligations of each and every Owner hereunder are joint and several. The persons signing this contract represent and confirm that they are duly authorized to execute and deliver this contract.
All notices required or permitted under this contract shall be made in writing and delivered via email, certified mail, or overnight courier to the addresses stated herein.
