I'll always do my best to fulfill your needs and expectations, but it's important to have things written down so that we understand our roles, responsibilities, and obligations to each other. In this contract, you won't find any complicated legal terms or long passages of unreadable text. I have no desire to trick you into signing something that you might later regret. What I do want is what's best for both parties, now and in the future.
So, in short:
You (hereinafter "you," "your," "Customer," or "Client"), have hired me, Catherine Pollock (hereinafter "I," "me," "we," "us," "our," "agency," or "the Company"), for web services as outlined in our Proposal of Services.
Please print this agreement for your records.
I'll always do my best to fulfill your needs and expectations, but it's important to have things written down so that we understand our roles, responsibilities, and obligations to each other. Although there is also some unavoidable standardized legalese at various places in the document which my attorney required, I try to write everything in this document in plain English.
Current Hourly Rate
Throughout this document, reference is made to my current hourly rate. This rate is defined as my hourly rate that is in place at the time a service is requested, not at the time this agreement is signed. I will provide you with my current hourly rate upon request.
You are hiring me to complete your project according to the specific scope of work I described in the proposal of services document you will receive. The proposed cost of the project in the proposal includes only this work. When you hire me, I am an independent “work for hire” contractor and not an employee of you or your business.
Availability and Communication
I am available via email and phone Monday through Thursday from 9:00 am to 5:00 pm, Fridays from 9:00 am to 12:00 pm Pacific time. My normal response time is one business day, though my response time may vary. I do not work on weekends or holidays. Clients with current website care plans receive priority response times.
Office phone, email, and the client portal are the primary means of communication accepted for our work together. I discourage communication via mobile phone, text message, social media, or instant/private messaging (like Facebook Messenger) to communicate since these requests can be difficult to track.
The Proposal of Services
The Proposal of Services details the work I will deliver to you, including without limitations, the deliverables and specifications thereto, and all compensation to be paid for such work. If additional services are requested by the Client, the parties may enter into one or more other Proposals of Service signed by the parties. Notwithstanding the foregoing, the terms of any Proposal of Services entered into between the parties, shall be in addition and supplemental to the terms of this Agreement. If there is a conflict between this Services Agreement and any part of the Proposal of Services, the terms of the Proposal of Services shall be binding.
It is our experience that a typical website design project takes about 6-8 weeks (not including holidays), while small tasks and changes take about 1-2 weeks. This is a rough estimate and depends on several factors, including but not limited to the complexity of your project, our current workload, content availability, and any problems that might arise as I work on your project. Unless specifically defined in the Proposal of Services, I do not guarantee websites nor changes launch by a specific date.
I have an active queue of work and I place your project in that queue once your deposit (explained below) has been received. While I endeavor to start your requested changes quickly, I will not begin your project until it reaches the front of my queue so that it can receive my full attention.
Delayed, Suspended, and Abandoned Projects
In my experience, projects can often stall as I wait on assets, information, feedback, approvals, etc. I have requested from you. While I am waiting for your response, I will normally begin to work on other projects to make efficient use of my time.
A project is considered delayed if your response to my request for assets, information, feedback, approvals, etc. is delayed for more than 5 business days. When a project is delayed, I may remove it from my active queue and place it at the back of the line. Work will resume on a delayed project when I have received what was requested and my queue of work allows me to focus on your project again.
A project is considered suspended if your response to my request for assets, information, feedback, approvals, etc. is delayed for more than 45 days without a reasonable cause as determined by me. When a project is suspended, an invoice for the remaining balance of the project shall be sent and considered due upon receipt.
ONCE A PROJECT IS CONSIDERED SUSPENDED, IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO REACTIVATE THE PROJECT BY (1) SUPPLYING ALL ITEMS NECESSARY TO COMPLETE THE PROJECT AND (2) PAYING THE BALANCE OF THE PROJECT IN FULL.
After a project is considered suspended, I will not perform any additional work on the project until the project has been reactivated as explained above.
A project is considered abandoned ifyour response to my request for assets, information, feedback, approvals, etc. is delayed for more than 90 days without a reasonable cause as determined by me. WHEN A PROJECT IS ABANDONED, ANY MONIES PAID TO ME FOR THE PROJECT IN QUESTION SHALL BE FORFEITED.
Projects requiring a “Rush” will typically incur at least a 50% markup of the total project cost. This increase is necessary to cover the overtime and additional costs incurred to complete your project in the time frame you require.
It is my experience that changes to the scope of work often occur during a project. These changes usually require additional costs and time. To allow for these change requests, I normally include a Change Budget in the Proposal of Services. The Change Budget is approved as part of the Proposal of Services.
For flat-rate projects, the Change Budget is used only if you request changes to the original scope of work, or want to make changes to previously approved items. I will provide a separate scope of work for the changes you request and a cost for these changes. When you approve this scope and cost, the amount will, at my discretion, be payable immediately or on the final project invoice.
For hourly projects, the Change Budget may be used if the tasks described in the Proposal of Services take longer than originally estimated, if you request changes to the original scope of work, or if you want to make changes to previously approved items. I will notify you before utilizing the Change Budget and provide an updated estimate or a separate scope of work for the changes you request and a cost for these changes. When you approve this estimate or scope and cost, the amount will, at my discretion, be payable immediately or on the final project invoice.
In consideration of the services to be provided hereunder, the parties agree that the Company shall be paid per any Proposals of Service executed by the Parties according to to this Agreement. My standard payment terms are:
- 50% of the Cost of Proposed Scope of Work due as a non-refundable deposit upon execution of the Proposal of Services and this Services Agreement
- The remaining 50% and the amount of the Change Budget utilized is due before the project launch
The project must be paid in full, including any amount of the Change Budget used, before the project launch. At my discretion in certain cases, I may request that payments be made at certain additional milestones. If milestone payments are necessary, they will be specifically detailed in the Proposal of Services.
Payment to me can be made using ACH or major credit card.
I use Stripe to process payments. You agree to pay all charges associated with international transfers of funds.
Late Payment and Collections Policy
All invoices related to web hosting, security, maintenance/care, or any other work on your website are payable on receipt. If an invoice goes unpaid for more than 30 days after the invoice was sent, I RESERVE THE RIGHT TO SUSPEND YOUR WEBSITE FROM PUBLIC VIEW UNTIL ALL OUTSTANDING BILLS ARE CURRENT.
Amounts due and unpaid shall bear interest at the rate of twelve percent (12%) per annum. The Client agrees to pay all costs of collection, including reasonable attorney’s fees, as additional sums owed under this Agreement. The Client further acknowledges and agrees that if a check tendered for payment is not honored by the bank for non-sufficient funds (“NSF”), it will not be re-deposited. If the bank does not clear the check, the Client will incur a fee of $25. The Client must immediately send a certified check or money order for the amount due, including the NSF fee, to the Company to cover returned check.
Termination and RefundsThis Agreement may be terminated immediately by either party upon written notice for any of the following:
- Upon five (5) days prior written notice by either party to the other party, or
- If the other party defaults in the performance of any material provision of this Agreement, which default is not cured within thirty (30) days after written notice from the non-defaulting party.
IF YOU WISH TO TERMINATE THE PROJECT AFTER THIS AGREEMENT HAS BEEN
YOUR INITIAL 50% DEPOSIT IS NON-REFUNDABLE FOR ANY REASON.
IF YOU ELECT TO TERMINATE THE PROJECT AT ANY POINT AFTER THE DEVELOPMENT PHASE HAS BEGUN (AS DEFINED IN “PROJECT PHASES & DELIVERABLES” BELOW), YOU WILL BE LIABLE FOR THE ENTIRE COST OF THE PROJECT.
If I elect to terminate a project, I will create an estimate of the percentage of the scope of work that has been completed. If the percentage of work completed is less than the percentage of the project that has been paid, I will issue a refund for the difference. If the percentage of the project that has been completed is more than the percentage of the project that has been paid, an invoice will be issued for the difference.
Assets for a terminated project (such as the website, custom graphics, etc.) will be delivered to the client when the client’s account reaches a zero balance.
Intellectual Property Rights (Who Owns What)
“Intellectual property rights” means all patents, rights to inventions, copyright (including rights in software) and related rights, trademarks, service marks, trade names, internet domain names, rights to goodwill or to sue for passing off, rights in designs, database rights, rights in confidential information (including know-how) and any other intellectual property rights, in each case whether registered or unregistered and including all applications (or rights to apply) for, and renewals or extensions of, such rights and all similar or equivalent rights or forms of protection which subsist or shall subsist now or in the future in any part of the world.
Your new website may be built using open-source software. While these tools may be used to power your website, neither of us “own” the software used to add features to your website. When you hire me to build your website, you are not purchasing the open-source software, you are retaining my services to create a customized website using the open-source tools.
When I utilize images or other content that are licensed for use on your website by a third party, that party retains ownership of the content in question according to the terms of their license agreements. For example, if I use a stock photo on your site, you typically pay for the license to use the photo on your site but you do not own that photo. If you have questions about licensing issues like this, just ask.
When your project is completed, or payment in full for your project has been received and provided that this contract hasn’t been terminated, I'll assign intellectual property rights to you as follows:
You own the website and visual elements I create for you. Upon request, we will provide the source files for any custom artwork that was created for your project. You own all intellectual property rights of text, images, site specification, and data you provided unless someone else owns them.
I own the unique combination of these elements that constitutes a complete design and I'll license its use to you, exclusively and in perpetuity only for the projects you hire me for unless we agree otherwise.
I own any intellectual property rights to anything I have developed before, or separately from this project. During the process of creating your website, I may create design, code, functionality, and processes. While this work is used on your website, I retain ownership of these as my intellectual property and reserve the right to use them in future projects. This re-use helps me serve my future clients better, just as your website will benefit from what I have learned and developed in previous projects.
Project Phases & Deliverables
This is a general outline for the project workflow and may change based on the requirements of your project. If changes to this process are required, they will be outlined in the Proposal of Services.
The success of your project relies on the prompt delivery of assets from both of us. Failing to provide assets on schedule may result in the delay of your project.
1. Onboarding Process
During the initial consultation and/or strategy session(s), we'll discuss your business and project needs. I may record our sessions by taking notes or recording audio. I may ask you to complete a customized workbook so that I have the details to create an informed proposal for your project. You will give me access to any online accounts or business materials I deem relevant to develop a plan and do the work. I will keep all of this information confidential.
- Consultation or strategy session(s)
- Project workbook(s)
- Project proposal, contract, and initial invoice
Timeframe: 1 - 2 weeks
2. Design Phase
During this phase, I will create a sitemap and wireframe for you to review. These documents are used as guiding principles and may evolve with the project.
After the approval of these deliverables, I will create a design concept to suit your brand and goals. For this stage, I'll use placeholder content and images. The design concept will likely only include the most important components of the site. The purpose of the design is to get an idea of the look and feel of the site.
- Sitemap and wireframe
- Design concept
Timeframe: 2 - 3 weeks
3. Development Phase
Once the design is approved, I'll start building your website. I may assist with inputting content provided before the start of this phase, at my discretion, or can input all content for an additional fee.
I value your design feedback throughout the process but know that once I have started coding, more than one round of design changes will incur an additional cost.
- Custom website development
- Upload initial content
- Site demo and CMS (content management system) tutorial (upon request, no additional cost)
- Website Owner's Manual
Timeframe: 2 - 6 weeks
4. Content Upload Phase
During this phase, you will upload your content to the site using the CMS and review the final website. No technical skills are required to do so and a tutorial can be provided upon request.
- Upload remaining content (client responsibility)
- Approval for launch
Timeframe: 1 - 3 weeks (depending on the client)
5. Testing and Launch Phase
I'll run performance tests to ensure your website loads quickly, looks great on mobile and tablet devices and works across the latest version of major browsers. I will also do some basic Search Engine Optimization (SEO).
If applicable, I will also configure security settings for the site, enable caching and compression, set up a Content Delivery Network (CDN), configure site backups, point the domain to the site (DNS changes), and install an SSL certificate.
I will publish your website so that it is viewable on your domain name. Important Note: Due to the nature of the internet, it can take 24 hours or longer for a newly published website to be viewable by everyone.
- Your live website
Timeframe: 1 week
Your new website will be designed for viewing on modern screens for desktops, laptops, and mobile devices. I test for compatibility in the following desktop web browsers: Microsoft Edge, Mozilla Firefox, Apple Safari, and Google Chrome. I test for compatibility on the following mobile web browsers: Apple Safari (iOS) and Google Chrome (iOS and Android).
Unless specifically requested by the client, I do not code for web browsers or operating systems older than the current release or for those in pre-release or beta at the time the project is begun. There will normally be additional charges for this work.
What's Not Included
All of the items below are not included unless specified in the Proposal of Service but can be arranged for an additional fee. This list is not exhaustive; any items not mentioned above or within the Proposal of Service are not included within the scope of this project.
- Copy and content writing
- Licenses for stock media
- Social media optimization (SMO)
- More than one round of design changes after the start of the development phase
- Premium licenses (except with a website care plan)
- Image optimization and image alt descriptions
- Advanced SEO
- Uploading of content
- Multilingual integration
- Email setup
- Email marketing
- Domain transfer
- Browser testing for outdated and/or non-major browsers
- Ensuring the continuation of all services detailed under Project Phases & Deliverables (except with a website care plan)
Licenses and Updates
One of the most important strengths of the internet is its immense ecosystem of third-party add-on software, such as themes and plugins. Some of these require no specific licensing for use on your website. However, I often use premium software that requires an annual licensing fee for ongoing updates and support.
- Premium software used on your website is provided at their current software versions.
- Future updates and security patches for premium software are covered as part of my website care plan.
- I CANNOT GUARANTEE UPDATES OR SECURITY PATCHES FOR ANY PREMIUM SOFTWARE USED ON YOUR SITE IF YOU OPT NOT TO PARTICIPATE IN MY WEBSITE CARE PLAN (see below).
Changes After Launch
The design project described in the Proposal of Services concludes when your website is launched. Though I am happy to help you with changes to your website after launch, any changes or modifications that were not included in the original scope of work, other than fixing existing bugs (see below), are billable at my current hourly rate.
An “existing bug” is an error in the programming I provided that existed before launch and affects the operation or appearance of your website.
Additional costs at my current hourly rate will be incurred for future support requests such as but not limited to:
- Your website has problems or stops working after an update to the software you are using (note: my website care plan covers these ongoing compatibility issues, see below).
- You or a third party add code or a plugin to your site that affects its operation.
- You need assistance adding new plugins or features to your site that weren’t included in the original project.
- A new version of a web browser has issues displaying your website properly.
- You or a third party make changes or alterations to any part of the site.
- Your site gets hacked or compromised and/or you lose files or data.
The Use of Third-Party Assets
By providing any assets such as text, images, artwork, or any other elements to me, you guarantee that they are either owned by you or that you have secured permission from the owner to use them. You agree to protect me from any claim by a third party that the assets you supplied to me are their intellectual property.
I guarantee that all elements of the work I deliver to you are either owned by me or that I have obtained appropriate permission from the owner to provide them to you. I agree to protect you from any claim by a third party that the assets I delivered as part of the project are their intellectual property.
Securing the appropriate licenses for photography that you provide to me to use on your website is your responsibility. You assume the full risk of liability for the use of all images. If you are in doubt of the licensing status of an image, contact the original artist before providing it for me to use in your design project.
I often utilize royalty-free images obtained from stock photo websites. The cost of licensing this stock photography is not included in the proposal unless specifically itemized. I will secure your approval before purchasing any stock photography. Stock photo charges are typically billed on the final project invoice.
Website Care Plan
My website care plan ensures that your website and related subscriptions stay up-to-date, leading to better site availability, security, functionality, editability, and legal compliance. I am happy to discuss your specific website care needs upon request.
My website care plan includes hosting, security, backups, and software updates. Additionally, the website care plan includes uptime monitoring, visual inspection, and search console management. The cost of the care plan covers my time and fees, such as hosting and license fees. Lastly, my plan includes an hour of technical support per month.
My lockdown protocol makes your site more resistant to the actions of hackers. I employ industry-leading security software that actively guards your website against hack attempts at multiple levels.
Your website’s files and database will be backed up automatically each day. This backup is stored in my cloud data vault where I typically retain the previous 30 backups of your site.
Each week, at my discretion, I will apply available updates for your site's content management system, themes, and plugins. I also watch industry security news and proactively perform these updates more frequently during times of enhanced threat levels.
Using a website monitoring service, I will be notified when your website becomes unavailable. If I am available, I will make attempts to restore your website to working condition.
Each month, at my discretion, I will visually inspect the most important pages of your website. I will notify you if I find any issues.
Check for Search Console and SEO Issues
Once monthly I will check for issues within search console platforms and other SEO software. If an issue is found, I will either resolve it and/or notify you of the issue, at my discretion.
I will renew and pay fees associated with included licenses and services (more details below).
I will provide up to 1 hour of technical support per month. This technical support can be used for getting help with using your CMS or resolving plugin compatibility issues (described below), for example. This technical support cannot be used towards having me make changes on your website for you; this will be billed at my current hourly rate.
While it is impossible to guarantee that your site will never be hacked, all of these techniques make your website a more difficult target for hackers. In addition, it is well known that hackers tend to exploit easier targets first – sites without security measures in place. However, if your site is hacked, I will restore it to pre-hack condition at no additional cost either by restoring a site backup or performing a malware cleanup at my discretion.Restoring Backups
- Should your site become compromised by a hack or if your site becomes inoperable because of user error, I will restore a backup for you.
- If the restorations are the result of a hack, there is no limit to the number of restorations I will perform for you under this service.
- If the restorations are due to user error, I will perform a maximum of 2 restorations in any 30 days.
- Additional user error-related restorations will be performed at my current hourly rate with a one-hour minimum.
- Many websites use themes, plugins, and/or APIs that require the payment of a recurring license and/or usage fee to maintain use or access to ongoing software updates. I have secured appropriate licensing for many of these.
- If I have appropriate licenses for the themes, plugins, and/or APIs used by your website, the cost for recurring license and/or usage fees are included in your website care plan; licensing and usage fees will be maintained for you as long as you are an active subscriber to my website care plan.
- If your website uses premium themes, plugins, and/or APIs and I do not have appropriate licensing, the responsibility is yours for maintaining the appropriate licensing to ensure continued use and the availability of updates.
- I will advise you of the themes, plugins, and APIs for which you will need to maintain licensing and assist you as needed in the process of obtaining them.
- I reserve the right to change the cost of the website care plan at the beginning of each billing cycle to compensate for increased fees (APIs, licenses, hosting, etc.).
If an update to a plugin creates conflicts or causes issues with the functionality of your website, I will consult with you to determine the best course of action. Typically, I will remove the offending plugin and replace it with a similar plugin or alternative solution. If the time required to resolve a plugin compatibility issue exceeds the included 1 hour of technical support, additional time will be billable at my current hourly rate.
IT IS YOUR RESPONSIBILITY TO INFORM ME IF YOUR SITE IS EXPERIENCING PROBLEMS AND NEEDS ATTENTION.
IF YOU ELECT NOT TO PURCHASE MY WEBSITE CARE PLAN, THE TOTAL RESPONSIBILITY IS YOURS FOR PERFORMING BACKUPS AND KEEPING YOUR SITE UPDATED AND OPERATIONAL.
Payment and Cancellation of Website Care PlansPayment for a website care plan is due on the first day of the period (monthly, quarterly, or annually) in which that service will be performed.
You may cancel a website care plan with a 30-day notice. I DO NOT OFFER REFUNDS ON WEBSITE CARE PLANS.
IF YOU ELECT TO DISCONTINUE A WEBSITE CARE PLAN, THE TOTAL RESPONSIBILITY IS YOURS FOR KEEPING ALL COMPONENTS OF YOUR WEBSITE BACKED UP, SECURED, UPDATED, AND OPERATIONAL. If you elect to discontinue a website care plan, you agree to participate in a website care training session to help you understand your responsibilities.
If you desire to migrate your website to another web host, I will at your discretion (1) provide you with an administrator login for your site so a backup can be performed and migrated to the new location, (2) provide you a backup created using an industry-standard backup system for $100, or (3) perform the website migration for you at my current hourly rate.
Your Responsibilities in Website SecurityI employ basic security techniques when building your website. However, studies have shown that one of the most common ways that hackers gain access to your website is through keylogging programs installed on the infected computers of users. You agree to protect any computer that will log into the website by:
- Installing and maintaining updated security software
- Using the most up-to-date version of your preferred web browser
- Keeping the operating system patched with recommended updates
- Keeping versions of other installed software up to date if they are installed.
From time to time, my clients might employ a third party (such as but not limited to a Search Engine Optimization professional, social media professional, or content writer) whose services involve modifications to the website. I CANNOT BE RESPONSIBLE FOR THE WORK OF A THIRD PARTY. Should my services be necessary due to any work performed by a third party, these services are billable at my current hourly rate.
My website services do not cover any work necessary due to Actions performed by a third party should my services be necessary Due to any work performed by a third party these services are Billable at my current hourly rate
Search Engine Optimization (SEO)
If I build your website, I guarantee that your site will be able to be indexed by search engines like Google and others at the time of launch. I will build your site with SEO best practices in mind, but advanced SEO services are not included in your project unless specifically itemized in the Proposal of Services. Your ranking and placement search engines depend on a myriad of factors. I CANNOT GUARANTEE RANKING OR PLACEMENT ON ANY SEARCH ENGINE.
Website Accessibility and ComplianceIf laws require that your website is accessible to users with disabilities, or if you desire it to be, it is your responsibility to inform me of this requirement.
If your website or any associated data must meet compliance requirements of any kind for any entity, organization, or regulatory body (such as but not limited to HIPAA, FERPA, etc.), it is your responsibility to inform me of the specific compliance requirements involved.
I DO NOT GUARANTEE TO MEET ANY COMPLIANCE FOR ACCESSIBILITY OR OTHER REQUIREMENTS UNLESS I HAVE EXPLICITLY AGREED IN WRITING TO DO SO.
Legal Pages and Privacy Requirements
IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO DETERMINE WHETHER SUCH PAGES ARE REQUIRED. It is advisable to consult an attorney to determine your responsibilities in this matter.
IT IS THE SOLE RESPONSIBILITY OF THE CLIENT TO INFORM ME THAT YOUR WEBSITE MUST BE COMPLIANT WITH ANY REGULATORY BODY such as but not limited to the EU’s General Data Protection Regulation (GDPR) or the California Online Privacy Protection Act (CalOPPA). Compliance with regulations such as these will normally result in an additional charge.
Please review the options for your website’s policies:
- I can set you up with a Termageddon license and I will pay the license fees as a part of your website care plan. You will have access to the license through the Termageddon dashboard, where you can generate and update your policies.
- I can set you up with a discounted Termageddon license. You will have access to the license through the Termageddon dashboard, where you can generate and update your policies.
- I can connect you with a Termageddon representative so that you can receive help in setting up a Termageddon license at their current retail rate. You will have access to the license through the Termageddon dashboard, where you can generate and update your policies.
- You choose not to have any policies on your website or will research, install, and update your policies on your own.
You're welcome to change your mind about which option to utilize, as long as the change is noted in writing and all outstanding balances have been paid.
I will assume that you choose not to have any policies on your website or will research, install, and update your policies on your own unless you notify me of otherwise.
Occasionally, your website or third-party service will send an email when certain events occur such as the completion of a contact form, sale of a product, update/reset of a user’s password, etc. These emails that are automatically generated are often flagged as spam (or not delivered at all) by email providers like Google/Gmail, Microsoft, Yahoo, and others.
SINCE I CANNOT CONTROL THE RECEIPT OF EMAILS, I CANNOT BE HELD RESPONSIBLE FOR ANY EMAILS THAT WERE NOT DELIVERED TO THE CLIENT FOR ANY REASON.
IT IS THE CLIENT’S RESPONSIBILITY TO REGULARLY CHECK SPAM FOLDERS, WEBSITE FORMS, AND ORDER INTERFACES FOR ANY NOTIFICATIONS THAT WERE NOT DELIVERED TO THE CLIENT’S INBOX.
WE DO NOT PROVIDE OR SUPPORT EMAIL SERVICES TO CLIENTS. I can provide consulting about implementing third-party services such as Google G Suite and Microsoft Office 365, but do not offer support for any email service.
Registering a domain name for your website and paying the accompanying annual registration fee is your responsibility. I can assist in the process of registration and connecting your domain name to the website if you desire. You can purchase your domain name for multiple years, or renew it annually at your discretion.
It is your responsibility to ensure that the credit card the domain registrar has on file for your domain registration is current for rebilling.
WE ARE NOT RESPONSIBLE FOR SUSPENSION OR LOSS OF DOMAIN NAMES BECAUSE YOUR CARD COULD NOT BE BILLED OR FOR ANY OTHER REASON.
Work needed as a result of domain expiration is billable at my current hourly rate.
Testimonials, Marketing and Attribution Links
I reserve the right to use your project as an example in my promotional materials including but not limited to case studies, web pages, blog posts, social media posts, magazine articles, and videos. I may place an attribution link in the footer of your website that links back to my home page. I may also ask you for a quote describing your experience working with me. I may also ask you to be a reference should any future clients desire to speak with people I’ve worked with in the past.
From time to time I may utilize independent contractors to work on your project. Some of these contractors may work outside the United States.
You agree not to directly contact or solicit contractors I use on your project for employment or contract work of any kind.
Disclosure to Law Enforcement
I will disclose information about my clients to law enforcement agencies without further consent or notification to the client upon lawful request from such agencies. I will cooperate fully with the legal requests of law enforcement agencies.
The Client agrees to indemnify and hold harmless the Company, its subsidiaries, contractors, employees and affiliates and each of their respective directors, officers, employees, shareholders, and agents (each an “Indemnified Party”) against any losses, claims, damages, liabilities, penalties, actions, proceedings, judgments, or all costs thereof (collectively, “Losses”) to which an Indemnified Party may become subject and which Losses arising out of, or relate to the Agreement, Client’s use of the Services, breach of any confidentiality obligation or any alleged infringement of any trademark, copyright, patent or other intellectual property right and will reimburse an Indemnified Party for all legal and other expenses, including reasonable attorneys’ fees incurred by such Indemnified Party, in connection with investigating, defending, or settling any Loss, whether or not in connection with pending or threatened litigation in which such Indemnified Party is a party.
Choice of Law and Forum
This Agreement, and any related Statements of Work, shall be construed in accordance with, and governed by, the laws of the State of Nevada without regard to Conflict of Law principles.
In the event of any dispute or disagreement concerning the meaning,
effect, or interpretation of this Agreement or the event of a claimed
breach of this Agreement, the parties hereto agree that such dispute
shall be determined through mediation. The parties will mutually select
a mediator and share the cost of mediation equally. Unless otherwise
mutually agreed, the location of the mediation will be in Carson City,
Nevada. The parties agree to cooperate fully with the mediator in good
faith to reach a mutually satisfactory resolution of the dispute.
If the dispute is not resolved within 60 days after it is referred to the mediator, either party has the option to litigate the dispute in a court of law located in Carson City, Nevada.
Refusal or Discontinuation of Service
I reserve the right to refuse, restrict or terminate service to any client for any reason.
Disclaimer of Warranty
I will perform my work following good industry practices and at the standard expected from a suitably qualified person with relevant experience. I cannot guarantee that my work will be error-free and so I cannot be liable to you or any third party for damages, including lost profits, lost savings, or other incidental, consequential or special damages, even if you’ve advised me of them.
THE COMPANY HEREBY DISCLAIMS ALL WARRANTIES OF ANY KIND, EITHER EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO ANY WARRANTIES OF MERCHANTABILITY, NON-INFRINGEMENT, AND FITNESS FOR A PARTICULAR PURPOSE. THE FOREGOING DOES NOT AFFECT ANY WARRANTIES WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
I WILL NOT BE LIABLE FOR ANY LOSS OR DAMAGE CAUSED BY A DISTRIBUTED DENIAL-OF-SERVICE ATTACK, VIRUSES, OR OTHER TECHNOLOGICALLY HARMFUL MATERIAL THAT MAY INFECT SERVER EQUIPMENT, COMPUTER PROGRAMS, DATA, OR OTHER PROPRIETARY MATERIAL.
Limitation of Damages or Liability
IN NO EVENT WILL THE COLLECTIVE LIABILITY OF THE COMPANY, ITS AFFILIATES AND ITS LICENSORS, SERVICE PROVIDERS, EMPLOYEES, AGENTS, OFFICERS, AND DIRECTORS BE LIABLE FOR DAMAGES OF ANY KIND, UNDER ANY LEGAL THEORY, FOR HARM CAUSED BY OR RELATED TO THE CUSTOMER'S SERVICES OR INABILITY TO UTILIZE THE SERVICES, INCLUDING ANY DIRECT, INDIRECT, SPECIAL, INCIDENTAL, CONSEQUENTIAL OR PUNITIVE DAMAGES, INCLUDING BUT NOT LIMITED TO, PERSONAL INJURY, PAIN AND SUFFERING, EMOTIONAL DISTRESS, LOSS OF REVENUE, LOSS OF PROFITS, LOSS OF BUSINESS OR ANTICIPATED SAVINGS, LOSS OF USE, LOSS OF GOODWILL, LOSS OF DATA, AND WHETHER CAUSED BY TORT (INCLUDING NEGLIGENCE), BREACH OF CONTRACT OR OTHERWISE, EVEN IF FORESEEABLE.
THE FOREGOING DOES NOT AFFECT ANY LIABILITY WHICH CANNOT BE EXCLUDED OR LIMITED UNDER APPLICABLE LAW.
Notwithstanding anything else in this Services Agreement, the maximum aggregate liability of THE COMPANY any of its employees, agents, contractors, or affiliates, under any theory of law should not exceed the amount of fees it has collected on the customer’s account in the last six months.
No part of this Agreement will be affected if any other part of it is held unenforceable or invalid.
The headings in this Agreement are inserted for convenience only and are not a part of this Agreement.
This Agreement and any Proposals of Service documents, constitute the entire agreement and understanding of the parties for the transactions contemplated hereby and supersedes all prior agreements and understandings relating to the subject matter hereof. This Agreement may not be waived, assigned, extended, amended, supplemented, or modified orally, but only by a written instrument signed by the party against whom enforcement of any such waiver, assignment, extension, amendment, supplement, or modification is sought.
This Agreement may not be changed or modified except in writing signed by the parties.
The parties acknowledge and agree that they have read, understood, and have actively negotiated the terms of this Agreement, participated in its drafting, and have been represented by legal counsel. Therefore, this Agreement shall not be deemed to be the product of either party and shall not be enforced or interpreted any more stringently or strictly against either party.
Neither the Company nor the Client may assign this Agreement without the prior consent of the other.
AgreementBy working together, you agree
- You have read, understood, and agreed to this Services Agreement
- That this Services Agreement and the Proposal of Services documents comprise our entire agreement.
- That you agree that the two documents above govern your working relationship with us.