Web Design Contract
This Web Design Contract and Terms and Conditions (the “Agreement”) is entered into between Road to Success Web Design LLC (“Road to Success”) and the organization named in the questionnaire above (the “Client”). In exchange for registering and renewing a web address as well as designing and maintaining a website for the Client (the “Work”) the Client agrees to the following terms and conditions:
- License. Road to Success, to the extent it is legally able to do so, grants to Client a non-exclusive, license to use and display the Work in accordance with this Agreement. The rights granted to Client are for use of the Work in its original form only. Client may not change, create derivative works or extract portions of the Work. Road to Success reserve the right to display all aspects of the Work, including sketches, work-in-progress designs and the completed Work on its portfolio and in articles on websites, in magazine articles and in books.
- Payment. Client shall pay TWENTY-NINE ($29.00) per month plus sales tax for hosting fees associated with the Work (the “Hosting Fee”). Road to Success shall invoice Client on a monthly basis for the Hosting Fee. All invoices are payable within thirty (30) days of receipt by Client. All payments made under this Agreement shall be made by credit or debit cards. Road to Success retains the right to increase any Hosting Fee upon thirty (30) days’ notice to the Client.
- No Guarantee. Client acknowledges that the Work performed by Road to Success does not guarantee that Client’s business will succeed or receive additional donations. Road to Success makes no representations or guarantees regarding ability of the Work to provide the Client with monetary benefits or marketing exposure.
- No Warranties. The Work furnished under this Agreement is provided on an “as is” basis, without any warranties or representations expressed, implied, or statutory; including, without limitation, warranties of quality, performance, merchantability, or fitness for a particular purpose. Road to Success does not warrant that the operation of the site will be continual, uninterrupted, or error free.
- Intellectual Property. Client represents and warrants to Road to Success that to the best of Client’s knowledge, that any text, images or other artwork provided by the Client are either owned by Client or the Client has permission to use them and therefore they do not infringe the rights of any third party.
- Electronic Mail Abuse. Harassment by e-mail, whether through language, frequency, or size of messages, is prohibited. Client may not send e-mail to any person who does not wish to receive it. If a recipient asks to stop receiving e-mail, Client must not send that person any further e-mail. Clients are explicitly prohibited from sending unsolicited bulk e-mail messages (“junk mail” or “spam”). This includes, but is not limited to, bulk mailing of commercial advertising, informational announcements, and political tracts. Such material may only be sent to those who have explicitly requested it. Clients may not forward or otherwise propagate chain letters, whether or not the recipient wishes to receive such mailings. Malicious e-mail, including but not limited to “mail bombing” (flooding a user or site with very large or numerous pieces of e-mail) and “trolling” (posting outrageous messages to generate numerous responses) is prohibited. Forging of header or any other information is not permitted. Subscribing someone else to an e-mail list or removing someone else from a mail list without that person’s permission is prohibited. Road To Success accounts or services may not be used to collect replies to messages sent from another Internet Service Provider if those messages violate this Agreement or any usage policy of that other provider. Violations of this Agreement will result in immediate account termination and provider reserves the right to charge an administrative clean-up fee of up to $120 and a deactivation fee of $30.
- Violations of Network Security. Client is prohibited from violating or attempting to violate the security of the network. Violations of system or network security may result in civil or criminal liability in addition to immediate termination of Client’s agreement. Road To Success will investigate occurrences, which may involve such violations and may involve, and cooperate with, law enforcement authorities in prosecuting Clients who are involved in such violations. These violations include, without limitation (a) Accessing data not intended for the Client or logging into a server or account that the Client is not authorized to access. (b) Attempting to probe, scan, or test the vulnerability of a system or network, or to breach security or authentication measures without proper authorization. (c) Attempting to interfere with service to any Client, Road To Success or network, including, without limitation, via means of overloading, “flooding,” “mail bombing,” or “crashing”. (d) Forging any TCP/IP packet header or any part of the header information in any e-mail or newsgroup posting. (e) Taking any action in order to obtain services to which the Client is not entitled.
- Term and Termination. This Agreement shall begin when signed by the Client and shall continue until the Work is completed. Either party may terminate this Agreement upon thirty (30) days’ written notice to the other party. Termination by Client shall not alleviate Client’s duty to make payments for the Work performed prior to such termination. In the event Client fails to make payment in accordance with Section 3 of this Agreement, Road to Success maintains the right to terminate this Agreement immediately. Upon termination of this Agreement the hosting of the Client’s website will cease immediately, and Client’s website will no longer be online. Client understands and agrees that Road to Success shall retain the ownership right to any web address it procures for the Client unless otherwise agreed in writing by the parties.
- Indemnification & Liability. (a) Road to Success makes every effort to ensure its Work will be error-free but it shall not be liable to the Client or any third party for damages, including lost profits, lost savings or other incidental, consequential or special damages. Further, any liability of Road to Success shall be limited to the amount of fees payable under this Agreement less and subscription or hosting expenses paid to a third party. In no event shall Road to Success’ liability exceed the total amount of payments received by Road to Success from the Client. Client shall indemnify Road to Success from any and all damages, liabilities, costs, losses, expenses or attorney fees arising out of any claim, demand, or action by a third party due to the Work at the request of the Client. (b) Road To Success guarantees 98 percent uptime for its Web servers. If uptime for Client’s Web server falls below 98 percent during any given month (or specify other payment period), Road To Success will credit Client as follows: $0.06 Per Hour. Any such credit shall be applied to future invoices. This credit shall be Client’s sole and exclusive compensation for any downtime or other unavailability of Road To Success services under this Agreement. Road To Success shall have no liability of any kind for any damages or loss arising as a consequence of such downtime or unavailability. (c) Road To Success, its agents, affiliates, licensors or the like, do not represent or warrant, expressly or impliedly, that their services will not be interrupted or error free; nor do they make any warranty as to the results that may be obtained from the use of their services or as to the accuracy, reliability, or content of any information service or merchandise contained in or provided through their services, unless otherwise expressly stated in this Agreement.
- Privacy. Road to Success only collects basic information from the Client to fulfill the Work. Road to Success does not sell any information collected to third parties.
- Dispute Resolution. The parties agree to attempt to resolve any dispute by negotiation between the parties. If parties are unable to resolve the dispute by negotiation, either party may start mediation and/or binding arbitration in a forum mutually agreed to by the parties.
- Independent Contractors. Road to Success is an independent contractor. Road to Success shall determine, in its sole discretion, the manner and means by which the Work is accomplished. No agency, partnership, joint venture, or employee-employer relationship is intended or created by this Agreement. Neither party is authorized to act as agent or bind the other party except as expressly stated in this Agreement. Road to Success and the Work prepared by Road to Success shall not be deemed a work for hire as defined under Copyright Law. All rights granted to Client are contractual in nature and are expressly defined by this Agreement.
- Legal Expense. The prevailing Party in any legal action brought by one Party against the other and arising out of this Agreement shall be entitled, in addition to any other rights and remedies it may have, to reimbursement for its expenses, including court costs and reasonable attorneys’ fees.
- Force Majeure. Except for the obligation to make payments, non-performance of either party shall be excused to the extent the performance is rendered impossible by strike, fire, flood, terrorism, governmental acts or orders or restrictions, failure of suppliers or any other reason where failure to perform is beyond the reasonable control of, and is not caused by, the negligence of the non-performing party.
- Severability. In case any provision of this Agreement shall be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby.
- Governing Law. This Agreement shall be governed by, and interpreted under and in accordance with, the laws of the State of Connecticut, and shall be enforceable by the parties hereto at law and in equity.
- Changes to this Agreement. Road to Success may revise and update this Agreement from time to time in its sole discretion. All changes are effective immediately when posted on its website and apply to all access to and use of the Work thereafter. Should Client not agree to the changes, Client should immediately notice Road to Success of its intent to terminate the Agreement.
- Authority. The person who has executed this Agreement represents and warrants that they are duly authorized to execute this Agreement in their individual or representative capacity as an agent of the Client.
- Electronic Signatures. The parties acknowledge and agree that this Agreement may be executed by electronic signature, which shall be considered as an original signature for all purposes and shall have the same force and effect as an original signature.
BY SIGNING AND CLICKING “I AGREE TO THE TERMS AND CONDITIONS”, CLIENT ACKNOWLEDGES THAT HE/SHE HAS READ THIS AGREEMENT, UNDERSTANDS THE TERMS AND WILL BE BOUND BY THESE TERMS AND CONDITIONS. CLIENT FURTHER ACKNOWLEDGES THAT THIS AGREEMENT SUPERSEDES ANY PROPOSAL OR PRIOR AGREEMENT ORAL OR WRITTEN AND ANY OTHER COMMUNICATIONS BETWEEN CLIENT AND ROAD TO SUCCESS RELATING TO THE SUBJECT MATTER OF THIS AGREEMENT.