This document is something all clients must sign which allows us to do everything we need to in order to finish a project. As you should with any legal document, please read carefully!
This Agreement for design services is made by and between The Marketects, LLC (“Designer”), and you (Client), for the performance of the services described in the proposal sent to the Client on or around today’s date. The parties therefore agree as follows:
This agreement, which is meant to encompass the entire content of this contract and any proposals or other documents that have been exchanged between Designer and Client during the course of negotiation and includes any supplemental items designated below, together with any exhibits, schedules or attachments hereto.
Client agrees and understands that any electronic signature made herein by either Designer or Client, is meant to be given the same exact effect and weight as would a physical signature.
Unless specifically agreed to between the parties in any supplemental documents or as listed in this document, Designer will hold the copyright for all designs that are a part of this contract and is, therefore, only selling usage rights to Client.
Work will not begin on any project and usage rights will not begin for Client until after payment has been received in full.
By signing this document, Client is SPECIFICALLY stating that he/she understands Designer’s policy of never selling or allowing to be electronically, or otherwise, disseminated to third parties, user data that is collected by Designer and that the collected information is securely stored by Designer.
Designer will be held harmless by Client for any changes made by Designer that were done so at the request of the Client, in writing, and may include, to name only a few: user data, usernames, URL, login detail and client contact information such as address and telephone number.
Designer will be held harmless by Client for any delays or missed deadlines resulting from Client failing to review, approve, or decline any proofs, emails, or supplemental documents that need signed in addition to this document.
Each party acknowledges that in connection with this Agreement it may receive certain confidential or proprietary technical and business information and materials of the other party, including Confidential Information. Each party, its agents and employees, shall hold and maintain in strict confidence all Confidential Information, shall not disclose Confidential Information to any third party, and shall not use any Confidential Information except as may be necessary to perform its obligations under this agreement and except as may be required by a court or governmental authority. Notwithstanding the foregoing, Confidential Information shall not include any information that is in the public domain or becomes publicly known through no fault of the receiving party, or is otherwise properly received from a third party without an obligation of confidentiality. Client specifically understands that all records, electronic or otherwise and including correspondences, artwork and files given to Designer before or during the design process, are securely stored by Designer for a period of not less than 5 (five) years. Further, Client understands that deleting an online account DOES NOT mean that Designer’s records are also deleted.
Client understands that, once a website design has been approved by Client, Designer has performed his services in completion and will owe no further services to the client unless such services are purchased in a separate agreement that is in no way a part of this agreement
Client understands that, if their design includes graphic services and/or printing of printed media (i.e. business cards, brochures, etc.), Designer does not guarantee, in any way, the performance of said printed materials to increase business. Client is responsible for using the printed items in such a way that would increase exposure and potentially increase customers. Client agrees and acknowledges that all print services are non-refundable.
Client understands that hosting IS NOT a part of this agreement but that, in the event it is a service that is selected by the client and is intended to be part of this agreement, the minimum price will be $35 per year and the duration will be for 5 years. Extra charges will be applied for SSL, email hosting, multiple Sub Domains, and/or FTP as these items are not included in the ‘hosting price’ listed above. The price for additional services will be detailed on a separate page.
Client understands that Designer is neither liable for nor responsible for adhering to applicable state and federal laws regarding the proper use and maintenance of a website and that Designer will remove any website that is either fraudulent or illegal based on applicable law at the time and such an act by Client will render the entirety of this agreement null and void. Such action may be taken either with or without notice to the Client and Designer reserves the right to turn such information over to proper state and/or federal officials.
In general, Designer will not ‘shut’ a website down for Client’s failure to make agreed upon payments. Instead, designer will slow down the website connection speed to the server, cap visitors to website at 1000, and/or add the Designer’s advertisement banner at the top of the webpage. If Client seeks to remove such devices/measures, Designer reserves the right to either shut down the website until payment is made in full or charge Client an additional $25.00 (Twenty-five Dollars) per month (up to the maximum amount allowed by applicable law) AND shut down the website until payment is received in full. The Designer may turn over account information to a collection service if no attempt to pay has been made. Also, Designer reserves the right to immediately shut down a website when the associated client has a past due account.
Though Designer generally seeks to initiate ‘reminders’ regarding website renewals and applicable fees, Designer is in NO WAY obligated to do so and, should Client fail to renew in a timely manner which results in loss of the domain, Designer is neither responsible nor liable for such a loss.
Where a design requires an additional theme, plugin, or third party code that is either not a part of this contract or indeterminable at the time of the making of this contract, Client understands that an additional fee will be applicable and will be communicated to the client at that time.
This contract DOES NOT include the design of a Logo which is an additional purchase. Subsequent revisions of the aforementioned logo may be subject to additional fees.
Client understands that payment will be accepted ONLY in United States Currency and ONLY via Paypal or the Payment Portal located on Designer’s main website.
Client understands that additional fees may be added to their account in the event of returned checks or failed payments (up to the maximum amount allowed by applicable law). Client agrees to pay their past-due balance plus any additional fees in a timely manner and understands their account may be restricted from future purchases using checks as a method of payment.
Where a particular job and/or design requires travel by Designer, Client will be responsible for all relevant business class transportation, business class lodging, a per diem for food and related expenses, and any other travel related items that are discussed and agreed upon by Client and Designer PRIOR to the travel and as evidenced by a subsequent “travel agreement” that will be drafted by Designer and signed by Client prior to the travel.
Client represents, warrants and covenants to Designer that (1) Client owns all rights, title, and interest in, or otherwise has full right and authority to permit the use of the Client Content, (2) to the best of Client’s knowledge, Client content will not infringe the rights of any third party and that use of the Client Content will not violate the rights of any third parties, parent company, or franchisor, (3) Client will comply with the terms and conditions of any licensing agreements which govern the use of Third Party Materials including those which govern franchised locations, (4) to the best of Client’s knowledge, Client content does not violate any known, now existing State or Federal Laws, and (5) Client will comply with all laws and regulations as they relate to the Services being performed under this agreement.
Designer hereby represents, warrants and covenants to Client that Designer will provide the Services identified in this agreement in a professional and workmanlike manner and in accordance with all reasonable professional standards for such services.
Other than what is set forth in this agreement, Designer makes no warranties whatsoever and designer explicitly disclaims any other warranties of any kind, either express or implied.
Client agrees to indemnify, save and hold harmless Designer from any and all damages, liabilities, costs, losses or expenses arising out of any claim, demand, or action by a third party arising out of any breach of Client’s responsibilities or obligations, representations or warranties under this Agreement. Under such circumstances Designer shall promptly notify Client in writing of any claim or suit and: (1) Client will have sole control of the defense and all related settlement negotiations, (2) Designer will provide Client with commercially reasonable assistance, information and authority necessary to perform Client’s obligations under this section, and (3) Client will reimburse the reasonable out-of-pocket expenses incurred by Designer in providing such assistance.
The services and the work product of designer are sold “as is.” In all circumstances, the maximum liability of designer, its directors, officers, employees, design agents and affiliates (“Designer Parties”), to client for damages for any and all causes whatsoever, and client’s maximum remedy, regardless of the form of action, whether in contract, tort or otherwise, shall be limited to the net profit of designer. In no event shall designer be liable for any lost data or content, lost profits, business interruption or for any indirect, incidental, special, consequential, exemplary or punitive damages arising out of or relating to the materials or the services provided by designer, even if designer has been advised of the possibility of such damages, and notwithstanding the failure of essential purpose of any limited remedy.
This Agreement shall commence upon the Effective Date and shall remain effective until the Services are completed and delivered.
This Agreement may be terminated at any time by either party effective immediately upon notice, or the mutual agreement of the parties, or if any party becomes insolvent, files a petition in bankruptcy, makes an assignment for the benefit of its creditors, or breaches any of its material responsibilities or obligations under this Agreement.
In the event of termination, Designer shall be compensated for the Services performed through the date of termination in the amount of (a) any advance payment, (b) a prorated portion of the fees due, or (c) hourly fees for work performed by Designer or Designer’s agents as of the date of termination, whichever is greater; and Client shall pay all Expenses, fees, out of pockets together with any Additional Costs incurred through and up to, the date of cancellation.
This Agreement may be modified by the parties. Any modification of this Agreement must be in writing, except that Designer’s invoices may include, and Client shall pay, expenses or costs that Client authorizes by electronic mail in cases of extreme time sensitivity. Failure by either party to enforce any right or seek to remedy any breach under this Agreement shall not be construed as a waiver of such rights nor shall a waiver by either party of default in one or more instances be construed as constituting a continuing waiver or as a waiver of any other breach.
Neither party may assign, whether in writing or orally, or encumber its rights or obligations under this Agreement or permit the same to be transferred, assigned or encumbered by operation of law or otherwise, without the prior written consent of the other party.
In the event of additional edits or modifications outside the scope of what is included in the theme or service provided by Designer, Client understands additional fees may occur. Client also understands these additional modifications may increase the duration of the design and delay any deadlines.
Designer requires Client to sign a “Modification Agreement” prior to completing any client-suggested modifications outside what is typically included within a theme or service provided by Designer.
Designer reserves the right to decline client-suggested modifications in the event those modifications would prove detrimental to Client’s website or Client’s company. All modifications that have been declined by Designer will be the responsibility of Client.
All claims, disputes and other matters in question, arising out of, or relating to, this agreement or its breach shall be decided via the process of ARBITRATION and such arbitration shall be binding as is permitted by law. Notice of the demand for arbitration shall be filed in writing with the other party to this agreement. The demand shall be made within a reasonable time after the claim, dispute, or other matter in question has arisen. In no event shall the demand for arbitration be made after institution of legal or equitable proceedings based on such claim, dispute, or other matter in question would be barred by the applicable statute of limitations.
The award rendered by the arbitrators shall be final, and judgment may be entered on it in any court having jurisdiction.
This Agreement shall be governed, construed, and enforced in accordance with the laws of the State of Florida without regard to its conflict of laws rules.