All projects are subject to these CONTRACT terms. THIS AGREEMENT is entered into by and between WMIT Studio A Design, LLC a Virginia limited liability company, (hereinafter "WMIT" or "Contractor"), and [Client Name Inserts Here], (hereinafter "Client" or "[MCCA]") on this 01 day of APRIL, 2008.
Client engages WMIT as an independent contractor for the specific web design project of developing and/or improving a web site, hereinafter referred to as "web design project" to be installed on the client's account on an Internet Service Provider (ISP) / Web Presence Provider (WPP) computer, (hereinafter "Hosting Service") of their choice. Client hereby authorizes WMIT to access this account, and authorizes the Hosting Service to provide WMIT with "full access" to the said account, and any other programs needed for this web design project which are included as part of Client's service agreement/level. Client also authorizes WMIT to submit the completed web design project to major Web Search Engines of Contractor's choice and display on WMIT Portfolio.
2. Development.
The following is included in the quoted web design project rate:
- Client Web Design Project Detail
- Web Design Package Features
- Web Design Additions or Options
- Browser Compatibility
Designing a web site to fully work in multiple browsers (and browser versions) can require considerable, extra effort. It could also involve creating multiple versions of code/pages. WMIT guarantees that the web site we design for you will work in:
- Microsoft Internet Explorer versions 5 and up
- Netscape Navigator/Communicator version 4 and up
If Client requires the implementation of DHTML then WMIT guarantees that the web site we design for you will work in:
- Microsoft Internet Explorer versions 4 and up to 7
- Netscape Navigator/Communicator version 4 and up to 7
WMIT will make every effort to design a fully functional web site, this guarantee does not cover AOL, text-based browsers, or any requested special effect that we have advised you against.
Programming Standards
WMIT programs to the following standards:
- basic validation to prevent common user errors
- simple code for readability
- O.O.P. when necessary or beneficial
- database normalization for large databases
Accessibility for People with Disabilities
WMIT standard is to meet as many as possible of the currently recommended guidelines for web site development. Without sacrificing quality and design, we try to ensure that the content and functions we build into our web sites are available to all visitors.
Estimates
WMIT will make every effort to review all components of any job and provide an accurate estimate on the information provided at time of estimate. If the scope and details of any job change, the cost and delivery may also change accordingly. FTP access to any past work for review is required prior to providing any firm estimate on redesign of sites. If site is a new content site, then all content is to be provided prior to locking in the design estimate. If new content is not available at time of estimate, WMIT reserves the right to adjust the estimate after content is received and reviewed. All estimates are good for 30 days from receipt date. If estimate is 30 days or older, the project may need to be reviewed and re-estimated.
Revisions
All project estimates and contracted prices include up to 2 revisions unless otherwise stated
3. Assignment of web design project.
WMIT reserves the right to assign subcontractors to this web design project to insure that the terms of this agreement are met as well as on-time completion.
4. Copyright and Trademarks.
Client unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to WMIT for inclusion in the web design project are owned by Client, or that Client has permission from the rightful owner to use each of these elements. Client further agrees to hold harmless, protect and defend WMIT and its subcontractors from any claim or suit arising from the use of such elements furnished by Client.
Web Design Project Copyright:
Client acknowledges and agrees that WMIT holds copyright to the finished web design site produced by WMIT. Client is assigned rights to use the web design project as a web site, once final payment under this agreement and any additional charges incurred have been paid. Rights to photos, graphics, source code, work-up files and computer programs are specifically not transferred to the client, and remain the property of their respective owners. WMIT and its subcontractors retain the right to display graphics and other web design elements as examples of their work in their respective portfolios. All web design projects will contain a copyright legal notice in footer with a link to WMIT Studio A Design LLC web site. There is a separate fee to purchase rights to site, to move site to another server and/or remove the WMIT "Site by" Copyright notice. Removal or change s made to this copyright notice are a violation of WMIT copyrights if not reinstalled within 24 hours of notice from WMIT of the violation. Client may also be required to pay additional modification fees for any customization to any opensource software or purchased software prior to moving software to another server not owned by WMIT.
5. Web Site Maintenance.
WMIT will perform minor web site maintenance to pages over a 1-month period, beginning on the date Client's web design site has been published to Client's hosting service or 30 days from the date of the signing of this Agreement was signed, whichever shall first occur. This service by WMIT shall include up to an average of one half hour per regular web site, including updating lines and making minor changes to a sentence or paragraph. WMIT will not updating and/or replacing large portions of the text from a page with new text, major page reconstruction, new pages, guest books, discussion webs, navigation structure changes, correcting attempted updates or Client repairs or web design projects delivered to Client via disc. Major page code and/or database structural changes will be charged at current hourly rates. If Client's web design package includes database access using Active Server Pages (ASP), then very minor page code changes will be accepted under this maintenance plan.
6. Completion Date.
WMIT and the client shall work together to complete the web design project in a timely manner. WMIT agrees to work expeditiously to complete the web design project no later than 30 working days after the client has submitted all necessary materials needed for WMIT to understand the job and any notes you have on how you would like the site to function. If Client does not supply WMIT with complete text and graphic content for this web design project within 45 days of the date this agreement was signed, the entire amount of the agreement becomes due and payable. If Client still has not submitted all the required contents within 60 days of the signing of this agreement, an additional continuation fee of 15% of the total agreement price will be assessed for each month until the web design project is published or Client cancels the web design project in writing.
7. Communication.
All communication after the initial creative session by phone, may take place on the web in way of email or message board. Phone communication is considered a billible service after inital phone conversation, and will be deducted from the alloted hours for your project. Email communication and web meetings are FREE.
8. Project Delivery.
The web site design project will be published to Client's hosting service upon receipt of full payment. Client understands that WMIT does not provide any hosting services in connection with this web design project. Hosting services require a separate contract with the WMIT. Client agrees to select a hosting service which allows WMIT full access to the client's account via FTP. Client will be solely responsible for all hosting service charges.
8B. Publishing:
WMIT does not work with Front Page Extentions. WMIT Studio A Design LLC Service will use FTP and SSH to publish to the site.
9. Electronic Commerce Laws.
Client agrees and understands that Client is solely responsible for complying with such laws, taxes and tariffs, and will hold harmless, protect, and defend WMIT and its subcontractors from any claim, suit, penalty, tax or tariff arising from Client's exercise of Internet electronic commerce.
10. Liability.
WMIT assumes no liability, implied or otherwise for Client's business success or failure. Client assumes all responsibility for the use and functionality of the web design project.
11. Refunds.
Since design, review and communications are billable components of every project, any moneys received are worked against the deposit or payment at a $85 per hour rate regardless of the agreed discounted rate for the entire job at time of estimate and pre contract with any booking services such at GetAFreeLancer.com, Guru.com, MarketingTools.com, LinkedIn.com or any other professional referral service used, regardless of its listing here. If job is cancelled, a cancellation fee may apply. Client will be liable for all expenses advanced on Client's behalf, including, but not limited to, any hosting services, setup fees, taxes, referral fees or commissions paid. The charges for all work performed will be deducted from deposit and the balance, if any will be refunded within 30 days of written cancellation notice from Client. If there is a balance due from Client, that amount is due and payable upon receipt of invoice. WMIT does not offer refunds on design time.
12. Payments.
Payments are due and payable when invoice is rendered. All invoices are for cash payments. Hard checks or echeck payments are preferred. For other forms of payment, up to 10% may be added depending on the service charges of that payment facility. Payments must be made promptly based on the schedule below. Bills delinquent for more than 30 days will be assessed interest at the rate of nine percent (9%) per annum. All returned or dishonored checks or payments will be assessed a $35.00, and subject to, but not limited to, all costs of collection and interest on face value and penalty fees from date of dishonor/return. WMIT reserves the right to remove any web design project from viewing on the Internet until final payment is made. In case collection proves necessary, the client agrees to pay any and all fees incurred by that process including but not limited to attorney fees, court filing fees and administration fees. Adding of Meta Tags (Description and Keywords) and the submission of the web design project to Web Search engines and updating only occur after the full final payment is made. All payments will be made in US funds, drawn on a continental United States bank.
13. Effective Date and Venue.
This Agreement is effective upon the date of signing, supersedes any and all other agreements that may be in place from referring services or otherwise. Client agrees that for purposes of venue, this agreement was entered into in Bedford County, Virginia, and any dispute will be litigated or arbitrated in Bedford County Virginia, or at a venue of WMIT's choice.
13. Miscellaneous.
The laws of the Commonwealth of Virginia shall govern the interpretation, validity and construction of the terms and conditions of this Agreement. The parties to this Agreement mutually agree that it shall be binding upon them and t each of their respective heirs, personal representatives, succcessors and assigns.The invalidity of any provision of this Agreement shall not affect the validity or enforceability of any other provisions hereof. The headings of the provisions of this Agreement are for the convenience of the parties and shall not be considered as a material part hereof.
14. Non-Disclosure.
WMIT and Client further acknowledge and agree to the terms and conditions of the Non-disclosure Agreement, attached hereto and made a part by reference hereof.
NON-DISCLOSURE AGREEMENT
The parties possess valuable information, technical knowledge, experience and data of a secret and confidential nature relating to the field, all of which are regarded by them as commercial assets of considerable value; and
The parties are willing to disclose such information to each other on the condition that the recipient of the information does not disclose the same to any third party nor make use thereof in any manner except as set out below.
In consideration of such disclosure to each other, it is agreed by and between the parties hereto as follows:
1. The receiving party undertakes to treat as strictly confidential and not to divulge to any third party any of the information disclosed by the other and not to make use of any such information without the disclosing party's prior written consent.
2. In the event of one party visiting any of the Establishments of the other party, the visiting party undertakes that any information relating to the field which may come to its knowledge as a result of any such visit, inclusive of the form, materials and design of various elements of any relevant plant and equipment which may be seen at such Establishments as well as all the plant as a whole, the methods of operation thereof and the various applications thereof, shall be kept strictly confidential and that any such information will not be divulged to any third party and will not be made use of in any way by the visiting party without the other party's prior written consent.
3. The above undertaking shall not apply to:
- Information which at the time of disclosure is published or otherwise generally available to the public.
- Information which after disclosure by the disclosing party is published or becomes generally available to the public; otherwise than through any act or omission on the part of the receiving party.
- Information which the receiving party can show was in its possession at the time of disclosure and which was not acquired directly from the disclosing party.
- Information rightfully acquired from others who did not obtain it under the pledge of secrecy to the disclosing party.
4. The parties agree that after three years from the date hereof they shall each be relieved from all obligations under the Agreement and that after such period has expired they will rely on such patents as they may then own for the protection of any information disclosed to each other pursuant to this Agreement.
5. The terms of this Agreement shall be deemed to apply also to the servants or agents or legally associated entities of the receiving party who shall require their said servants or agents or legally associated entities to observe the foregoing obligations.
6. Neither the execution of this Agreement, nor the disclosure of any Proprietary Information hereunder, shall be construed as granting either expressly or by implication, estoppels or otherwise, any license under any invention or patent now or hereafter owned by or controlled by the parties.
7. This agreement shall not be construed in any manner to be an obligation to enter into further contract or to reimburse the cost of any effort expended by either party.
WITNESS the following signatures and seals:
By Placing a Deposit with WMIT & Typing "I AGREE" when you make your deposit, you are stating you agree to these terms and you have provided your legal signature
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