Liberty Web Marketing Services Contract
Any and all clients of Liberty Web Marketing, LLC are bound by the following services contract. This contract supersedes all agreements previously made between the parties pertaining to the subject matter of this agreement.
Terms & Conditions
Service Conditions
Contract Terms
Terms & Conditions
Authorization
The Client is engaging Liberty Web Marketing as an independent contractor for the specific purpose of designing, developing, improving and/or maintaining a web site to be installed, or that currently exists on the client’s web space located on an Internet Service Provider’s (ISP) server.
References
The Client will hereinafter be referred to as “client”.
Liberty Web Marketing, LLC will hereinafter be referred to as “developer.”
When referred to, the term “Business Day” means every day of the week except Sunday.
When referred to, the term “Hourly Rate” means the sum of $35 per hour for services performed by the developer.
Age
The client certifies that he or she is at least 18 years of age and is legally capable of entering into a contract.
Service Conditions
Payment Terms
Design
Payment will be accepted by check, money order, or online payment. A 50% deposit will be required prior to the development of the web site. Communication between the developer and the client is crucial during this phase to ensure that the end product will match the client’s taste and needs. Upon completion of the initial development phase, the client will be asked to confirm acceptance of the basic design via email. Once this acceptance has been received, work will begin on completion of the project. Communication will continue during this completion phase and the client will be asked to view updates and express their preferences or dislikes to the developer. The developer will perform a maximum of two (2) design updates during this phase. Any further changes will be billed at the hourly rate, with a minimum of 1 hour being applied. Upon completion of the web site, an email or letter and invoice will be sent to the client advising the client that the work has been completed. Final payment of the remaining bill will be due within 10 business days of delivery of this email or letter. If payment is not received within the 10 business day period, the client will be notified via email that the website will be disabled within 3 business days unless payment is received in full.
Annual Maintenance Fee
All website packages are subject to an annual maintenance fee of $350 after the first twelve months. Annual maintenance includes any and all website updates (i.e. content, images, etc.) and all security updates necessary to maintain the integrity of the website and web server.
You will be notified by email fifteen (15) days before the end of each twelve (12) month period. At that time you will be provided an invoice and opportunity to decline further services by developer.
Annual Maintenance and SEO Payment
Payment of the annual maintenance and/or SEO fee will be due no later than within 15 business days of delivery of the email notifying you that the fee is due. Client agrees to make timely payments or otherwise have said website disabled. If payment is not received within the 15 business day period, the client will be notified via email that the website will be disabled within 5 calendar days unless payment is received in full.
* Cancellation of Annual Maintenance and/or SEO Service
Any and all clients wishing to cancel the annual maintenance service or the SEO service must provide written notice by email and letter via postal mail no later than ten (10) calendar days prior to the expiration of the service. An email will be sent to all clients no later than Five (5) days prior to the ten (10) day deadline, explaining that the service period is set to expire at the end of that calendar month.
Domain Registration and Hosting
At the clients request developer will secure a domain name (www.yourname.com) for the client. All charges incurred in doing so are included in Liberty Web Marketing’s annual website package fee. If the client already has a domain name, the developer will coordinate redirecting the address to the necessary host, or otherwise assure that the domain and hosting are integrated so the website is functional by the developer.
Necessary Access
The client hereby authorizes the developer to access any an Internet Service Provider (ISP) hosting account, and authorizes the hosting provider to provide the developer with “write permission” for the client’s web page directory, cgi-bin directory, and any other directories or programs which need to be accessed for the website project.
Text/Content
All text and content will be supplied in electronic format by the client unless otherwise specified. Hourly rate charges apply for content that is not supplied by the client.
Graphics
It is agreed that the client is responsible for any necessary photography. It is further agreed that the developer will receive from the client any and all necessary pictures and graphic elements to complete the client’s web site unless otherwise indicated by the client. These pictures and graphics shall be provided in electronic format, and shall be received in the proper size and shape necessary for their intended purpose. Any and all picture/graphic editing or design required by the developer will be billed to the client at our hourly rate.
Forms
This contract contemplates one basic form embedded on the client’s web site with the data captured in the form delivered to the client at the client’s specified e-mail address. If a specific script beyond this capability is requested by the client and it must be purchased by the developer at the client’s request, the charge for the script, if any, will be billed back to the client.
Browser Compatibility
This agreement specifies the creation of a web site viewable by Foxfire and Microsoft Internet Explorer. Compatibility is defined as all critical elements of each page being viewable in both browsers. Client is aware that some advanced techniques on the Internet may require a more recent browser version and brand or plug-in. Client is also aware that as new browser versions of Internet Explorer and Netscape are developed, the new browser versions may not be backward compatible. Time spent redesigning a site for compatibility due to the introduction of a new browser version will be charged at the hourly rate, unless an annual maintenance service has otherwise been agreed upon.
Search Engine Optimization
The developer will optimize the client’s web site with agreed upon, appropriate titles, keywords, descriptions and text so that the client’s web site is ready for submission to the major search engines and directories.
Additional Expenses
Client agrees to reimburse developer for any critical client-requested expenses necessary for the completion of the web site, which may include but are not limited to:
1. Scanning, editing, and creation/design of art work, pictures and graphics
2. Purchase of specific photography, graphics or clip art
3. Purchase of specific fonts
4. Purchase of specific software
Copyrights and Trademarks
The client represents to the developer and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to the developer for inclusion in the client’s web site are owned by the client, or the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend the developer from any claim or suit arising from the use of such elements furnished by the client.
Ownership to Web pages and Graphics
Copyright to the finished assembled work of web pages produced by the developer and graphics shall be vested with the client upon final payment for the project. This ownership is to include: design, photos, graphics, source code, work files and text specifically designed or purchased on behalf of the client for completion of this project.
Design Credit
Client agrees that the developer may put a byline on the bottom of their web pages establishing design and development credit. Client also agrees that the web site created for the client may be included in the developer’s portfolio.
Nondisclosure
The developer agrees that, except as directed by the client, it will not at any time during or after the term of this Agreement disclose any confidential information to any person whatsoever. Likewise, the client agrees that it will not convey any confidential information obtained about the developer to another party.
Completion Date
The developer and client will work together to complete the website design process in a timely manner for both parties, but not to exceed 90 days. In the event that completion of the website design process exceeds 90 days, client may be subject to additional charges billed at the hourly rate noted above.
Cancellation
Cancellation of the project at the request of the client must be made by email or via the contact form on our website. The developer reserves the right to retain the original deposit. If this deposit is not sufficient to cover the time and expense already invested in this project, the client will be billed and final payment will be expected within 15 days of billing.
Contract Terms
This agreement between client and developer shall remain in effect between parties unless otherwise cancelled or modified by either party in accordance with the terms and conditions set forth herein.
I. Waiver: Client’s failure to properly notify developer of its objections to any of the terms and conditions set forth herein SHALL constitute client’s acceptance of the same.
II. Renewal: This agreement shall automatically renew itself for an additional twelve month term unless otherwise cancelled or modified by either party in accordance with the terms and conditions set forth herein.
Severability
If any provision of this Contract is held invalid or unenforceable, its invalidity or unenforceability will not affect any other provisions of this contract, and this contract will be construed and enforced as if such provision had not been included.
Limitation of Liability, Generally
In recognition of the relative risks and benefits to both the client and the developer, to the fullest extent permitted by law, the liability of the developer to the client for any and all claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, the total aggregate liability of the developer shall not exceed $ 1,000.00, or the developer’s total fee for services rendered on this project, whichever is greater. It is intended that this limitation apply to any and all liability or causes of action however alleged or arising, unless otherwise prohibited by law.
Limited Liability for Published Content
Client agrees that any material submitted for publication will not contain anything leading to an abusive or unethical use of the Web Hosting Service, the Host Server, or the developer. Abusive and unethical materials and uses include but are not limited to: pornography, obscenity, nudity, violations of privacy, computer viruses, harassment, any illegal activity, spamming, advocacy of an illegal activity, and any infringement of privacy. Client hereby agrees to indemnify and hold harmless the developer from any claim resulting from the client’s publication of material or use of those materials. It is also understood that the developer will not publish information over the Internet which may be used by another party to harm another. The developer will also not develop a pornography web site for the client, and the developer reserves the right to determine what qualifies as pornography.
Liability Insurance and Waiver of Subrogation
Liability Insurance
I. Client agrees to obtain and/or maintain liability insurance coverage to cover developer’s liability for any loss of business, lost opportunity, consequential, indirect, special or incidental damages incurred, in excess of $1,000.00.
Waiver of Subrogation
II. (a) The client agrees to look solely to its insurer for recovery, and hereby waives subrogation.
II. (b) To the extent permitted by law, the client hereby releases developer, its elected and appointed officials, employees and volunteers and others working on behalf of the Liberty Web Marketing, LLC from any and all liability or responsibility to the client or anyone claiming through or under the client by way of subrogation or otherwise, for any claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs, even if such claims, losses, costs, damages of any nature whatsoever or claims expenses from any cause or causes, including attorneys’ fees and costs and expert witness fees and costs shall have been caused by the fault or negligence of developer, its elected or appointed officials, employees or volunteers or others working on behalf of Liberty Web Marketing, LLC.
Indemnification
Client agrees that it shall defend, indemnify, save and hold the developer harmless from any and all demands, liabilities, losses, costs and claims, including reasonable attorney’s fees associated with the developer’s development of the client’s web site. This includes liabilities asserted against the developer that may arise or result from any service provided or performed or agreed to be performed or any product sold by the client, its agents, employees or assigns. Client also agrees to defend, indemnify and hold harmless the developer against Liabilities arising out of any injury to person or property caused by any products or services sold or otherwise distributed over the client’s web site. This includes infringing on the proprietary rights of a third party, copyright infringement, and delivering any defective product or misinformation which is detrimental to another person, organization, or business.
Jurisdiction and Governing Law
This agreement between client and developer shall be governed by the Laws of the State of Wisconsin, and Jurisdiction shall lie in the State of Wisconsin, in the County of Waukesha. Client hereby consents to submit to the jurisdiction of Waukesha, County of Wisconsin.