Web Development Agreement
This Website Design Agreement (herein “Agreement”) is entered into as of the date executed below by and between Pilates Web Co, dba Spark Factory with a business address at 501 Cambria Avenue (herein “Spark Factory”), and herein ("Client"),
WHEREAS, the parties hereby agree to the following terms and conditions:
1. Authorization. The above-named client is engaging Spark Factory as an independent contractor for the specific project of developing and/or improving a website.
2. Website Project. Spark Factory is creating a customized website designed by Spark Factory. The content of the web pages. The website will be responsive, meaning it works with desktop, tablet & mobile devices with the following browsers: Internet Explorer current version, Firefox current version, Safari current version, and Chrome current version. In case the client desires additional modifications to the website theme, additional fees shall be quoted.
Additionally, the website will include hosting for one year from its completion date. Charges afterward will be $99 per month for basic maintenance.
3. Completion Date. Estimated completion date is four-six weeks from the start date. Delays can occur when page content or approvals are not received. Content reviews are expected within one week.
4. Payment of Fees. Spark Factory requires an initial retainer of $5,000.00 USD to start work and will provide summary's of hours billed as the project progresses. The fee schedule is as follows:Rates:Standard rate $100 per hourCustom development $180.00 $140 per hourDesign work: $150.00 $125 per hourAdvanced Development $225.00 $180 per hour
Delinquent bills will be assessed a $25 charge if payment is not received within 10 days of the due date. If an amount remains delinquent 30 days after its due date, an additional 9% penalty will be added for each month of delinquency. Spark Factory reserves the right to remove web pages from viewing on the Internet until final payment is made. In the case of collection proves necessary, the client agrees to pay all legal fees, collection fees and costs incurred by that process. This agreement becomes effective only when signed by Spark Factory. Regardless of the place of signing of this agreement, the client agrees that for purposes of venue, this contract was entered into in Bensalem, (Bucks County) Pennsylvania, and any dispute will be litigated or arbitrated in Bensalem, (Bucks County) Pennsylvania.
5. Assignment of Project. Spark Factory reserves the right to assign subcontractors to this project to ensure the right fit for the job as well as on-time completion.
6. Copyrights and Trademarks. The client represents to Spark Factory and unconditionally guarantees that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Spark Factory for inclusion in web pages are owned by the client, or that the client has permission from the rightful owner to use each of these elements, and will hold harmless, protect, and defend Spark Factory and its subcontractors from any claim or suit arising from the use of such elements furnished by the client.
7. Copyright to Web pages. Copyright to the finished assembled work of web page(s) produced by Spark Factory is owned by Spark Factory until final payment is made. Upon final payment of this contract, the client is assigned rights to use as a website the design, graphics, and text contained in the finished assembled website. Rights to the source code, work-up files, and computer programs are specifically not transferred to the client and remain the property of their respective owners. Spark Factory retains the right to display graphics and other Web design elements as examples of their work in their respective portfolios.
8. Sole Agreement. The agreement contained in this "Website Design Contract" constitutes the sole agreement between Spark Factory and the client regarding this website. Any additional work not specified in this contract must be authorized by a written change order. All prices specified in this contract will be honored for six (6) months after both parties sign this contract. Continued services after that time will require a new agreement.
9. Initial Payment and Refund Policy. If the client halts work and applies by overnight letter for a refund within 7 days, to Spark Factory, c/o Contract Division 4445 Corporation Lane, Virginia Beach, VA 23462 completed shall be billed at hourly rate of $125.00, and deducted from the initial payment, the balance of which shall be returned to the client. If at the time of the request for a refund, work has been completed beyond the amount covered by the initial payment, the client shall be liable to pay for all work completed at the hourly rate stated above. No portion of this initial payment will be refunded unless a written request is made via overnight mail within 7 days of signing this contract.
10. Revisions - Spark Factory agrees to two rounds of revisions in design changes per stage. For example, from initial design (2 rounds), Build from design to development server (2 rounds), changes adjustments of pages (2 rounds).
Indemnification – Customer shall indemnify and hold harmless Spark Factory (and its subsidiaries, affiliates, officers, agents, co-branders or other partners, and employees) from any and all claims, damages, liabilities, costs, and expenses (including, but not limited to, reasonable attorneys’ fees and all related costs and expenses) incurred by Spark Factory as a result of any claim, judgment, or adjudication against Spark Factory related to or arising from (a) any photographs, illustrations, graphics, audio clips, video clips, text, data or any other information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Spark Factory (the “Customer Content”), or (b) a claim that Spark Factory ’s use of the Customer Content infringes the intellectual property rights of a third party. To qualify for such defense and payment, Spark Factory must: (i) give Customer prompt written notice of a claim; and (ii) allow Customer to control, and fully cooperate with Customer in, the defense and all related negotiations.
All Other Warranties – Spark Factory does not warrant that services will meet the customer’s expectations or requirements. the entire risk as to the quality and performance is with the customer. except as otherwise specified in this agreement, Spark Factory provides its services “as is” and without warranty of any kind. the parties agree that (a) the limited warranties set forth in this section are the sole and exclusive warranties provided by each party, and (b) each party disclaims all other warranties, express or implied, including but not limited to, the implied warranties of merchantability and fitness for a particular purpose, relating to this agreement, performance or inability to perform under this agreement, the content, and each party’s computing and distribution system. if any provision of this agreement shall be unlawful, void, or for any reason is unenforceable, then that provision shall be deemed severable from this agreement and shall not affect the validity and enforceability of any remaining provisions.
Limited liability – in no event shall Spark Factory be liable to customer for any indirect, special, exemplary or consequential damages, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance, lost profits, whether or not foreseeable or alleged to be based on breach of warranty, contract, negligence or strict liability, arising under this agreement, loss of data, or any performance under this agreement, even if such party has been advised of the possibility of such damages and notwithstanding the failure of essential purpose of any limited remedy provided herein. there shall be no refunds. Spark Factory makes no warranty of any kind, whether express or implied, with regard to any third party products, third-party content or any software, equipment, or hardware obtained from third parties.
Jurisdiction/Disputes – This Agreement shall be governed in accordance with the laws of the State of Pennsylvania. All disputes under this Agreement shall be resolved by arbitration in the courts of the State of Pennsylvania including the federal courts therein and the Parties all consent to the jurisdiction of Bucks county courts, agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
The undersigned agrees to the terms of this agreement on behalf of his or her organization or business. Client agrees to provide a valid drivers license and valid contact information.
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Signed by Scott Aadal Signed On: October 21, 2020
If you have questions about the contents of this document, you can email the document owner.
Document Name: Web Development Agreement
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