WEB SITE DEVELOPMENT AGREEMENT
This WEB SITE DEVELOPMENT AGREEMENT (Agreement”) is entered into this_____ of _____________, between Financial Tech Tools (“Company”) and FSB Content Marketing Inc. (“Company”) and ___________________ (“Customer” or “you”), and applies to the purchase of all services ordered by Customer (collectively, the “Services”).
PLEASE READ THIS AGREEMENT CAREFULLY.
BY SIGNING THIS AGREEMENT, A CONTRACT IS CREATED BETWEEN CUSTOMER AND COMPANY. CUSTOMER AGREES TO BE BOUND BY THE TERMS OF THIS AGREEMENT, AND ALL TERMS AND CONDITIONS INCORPORATED BY REFERENCE, IN THIS AGREEMENT, INCLUDING COMPANY’S USAGE POLICIES. CUSTOMER’S — USE OF THE SERVICES CONSTITUTES ACCEPTANCE OF THIS AGREEMENT.
I. TERM AND TERMINATION
A. Term of Agreement. This Agreement shall be effective as of the date first written above, and shall remain in force until final delivery of Services by Company, which shall take place not later than one hundred-twenty (120) day after date of this Agreement. Company cannot guarantee the exact Delivery Date, but will use commercially reasonable efforts to perform the Services in an efficient and timely manner.
B. Termination. This Agreement may be terminated:
- By either party, upon thirty (30) days written notice to the other; or
- If a party breaches any material obligation provided, hereunder, and the breaching party fails to cure such breach within thirty (30) days of receipt of notice; or
- By Company, (i) immediately, if Customer fails to pay any fees, hereunder; or (ii) if Customer fails to cooperate with Company or hinders Company’s ability to perform the Services, hereunder.
C. Cancellation Fees.
- If the customer decides to cancel content marketing and website within 1 year of activation, the one time transfer fee is $475.
- If the customer decides to cancel content marketing and keeps the website, the monthly maintenance fee is $99/month.
D. Domain Name
- Domain Name belongs to the customer and will be transferred to the customer upon cancellation.
II. COMPANY’S AND CUSTOMER’S RESPONSIBILITIES
A. Scope of Work. Customer hereby retains the services of Company to design and maintain a Website for Customer.
B. Changes. Changes to this Agreement or to any of the standard specifications of the Website, shall become effective upon a written change request, executed by the Customer and Company (“Change Order”). Depending upon the scope of the change requested, Company may charge an extra fee, which Company will present to Customer prior to providing any such change. Company agrees to notify Customer, promptly, of any factor, occurrence or event, coming to its attention, that may affect Company’s ability to meet the requirements of this Agreement, or that is likely to result in any material delay in Company’s Services. In the event of a conflict between the terms of this Agreement and a Change Order, the terms of this Agreement shall govern.
C. Customer’s Responsibilities. Customer agrees to perform all tasks assigned to Customer, as set forth in this Agreement or any Change Order, and to provide all assistance and cooperation to Company, in order to complete the Website in a timely and efficient manner. Company shall not be deemed in breach of this Agreement, the Services, a Change Order, or any milestone, in the event Company’s failure to meet its responsibilities and time schedules is caused by Customer’s failure to meet (or delay in) its responsibilities and time schedules, set forth herein. In the event of any such failure or delay by Customer,
- all of Company’s time frames, milestones, and/or deadlines shall be extended, as necessary; and
- Customer shall continue to make timely payments to Company as set forth in this Agreement and any Change Order(s), as if all time frames, schedules, or deadlines had been completed by Company.
D. Customer shall be responsible for making, at its own expense, any changes or additions to Customer’s current systems, software and/or hardware that may be required to support operation of the Website. Unless otherwise contracted with Company or reflected in a Change Order, Customer shall be responsible for initially populating and then maintaining any databases on the Website, as well as providing all Customer-specific content for the Website. With the execution of a Change Order, specifically asking Company to assess the Customer’s systems, software and hardware, from time to time, Company may agree to perform this function at Company‘s regular hourly rate.
III. WEBSITE DESIGN
A. Design. The design of the Website shall be in substantial conformity with the material provided to Customer by Company, subject to any custom work requested by Customer, for which an additional charge may be incurred. Company will supply all Website text and graphics, unless Customer purchases additional copywriting/graphics services. Development of web pages will take place on the Company’s established web hosting service and domain. All server technical issues are to be handled by Company, unless otherwise noted herein. Minor updates and changes include any minor modifications regarding Customer’s basic information. This does not include adding features beyond the scope of this Agreement. Company shall include, as determined in its sole discretion, the following in the Website: text, graphics, sound or animations; links to other websites, as stated in the Order; impressionistic or cartoon-like graphics; invisible text, meta-tags (i.e., text that is present only when a “Web-crawler” or other Web indexing tool accesses the Website), or any other type of hidden text, hidden information, hidden graphics or other hidden materials, required by Company.
B. Accessibility of Website During Construction. Throughout the construction of the prototype and the final Website, the Website shall not be accessible to Customer, except with Company approval. Until Customer has approved the final Website, none of the Web Pages for Customer’s Website will be accessible to end users or Search Engines.
C. Completion Date. Company and the Customer shall work together to complete the Website in a commercially reasonable manner. Customer must supply Company complete information, as requested, within two (2) weeks of the date of this Agreement, unless otherwise noted. If Customer has not submitted complete information, within three (3) weeks after the date of this Agreement, an additional continuation fee of ten percent (10%) of the total Setup Fee will also be assessed, each month, until the Website is published.
D. Copyright to Website. Customer acknowledges, understands and agrees that Company may use its own and/or may purchase third party licenses for products or services that are necessary for Company to design and develop the Website. Such products may include, but are not limited to server-side applications, clip art, “back-end” applications, music, stock images or any other copyrighted work (“Outside Content”), which Company deems necessary. Customer further acknowledges and understands that any Outside Content used to design and develop the Website is owned by Company and/or such third parties, and cannot be transferred to Customer, and is, hereby, specifically not transferred to Customer. Outside Content that is owned and/or purchased, by Company, may be used in the design and/or development of other websites, separate from Customer. Customer and Company agree, that upon payment, in full, of the fees associated with the design and development of the Website, Customer shall receive a worldwide license to use the Website (but not its source code, content and/or documentation) (the ” Programming”). Company shall retain a worldwide transferable, perpetual right and title to the Programming, including, but not limited to, the right to modify, amend, create derivative works, rent, sell, assign, lease, sublicense, or otherwise, alter or transfer the Programming. Customer and Company also agree that the design and development of the Website includes source code, documentation, and/or application programs that were previously written or developed by Company and modified to meet Customer’s specific requirements (the “Code Content”). Company shall own all worldwide right, title, and interest in, and to, the Code Content, but shall provide Customer (upon payment in full of the fees associated with the design, development and maintenance of the Website) a worldwide, royalty-free, non-exclusive and perpetual right and license to use the Code Content. Company retains the right to display graphics and other web design elements of the Website, as examples of its work, in its marketing portfolio.
IV. MAINTENANCE This Agreement, and the fees paid by Customer (see below), provides full Website maintenance, except for any custom work requested by Customer. If Customer or an agent, other than Company, attempts updating or modifying Customer’s web pages, then any time needed to repair such web pages will be assessed, at Company’s regular hourly rate. Any changes requested by the Customer, beyond the limits set forth herein, will be billed at the Company’s regular hourly rates. This hourly rate shall also govern additional work, authorized beyond the maximums specified herein, for such services as custom webpage design, editing, modifying pages or adding databases, art, photo, graphics or any other services.
A. Setup Fee. The Setup Fee for the work set forth in this Agreement (excluding post approval modifications or added custom work) shall be:
- based on what is included in the package chosen by the Customer
- This fee covers all work for setting up the standard Website, making it ready for Customer’s use.
- Unless otherwise stated, the Setup Fee is due and payable upon signing this Agreement, and Company shall have no obligation to perform any work until payment is received and such funds are cleared from the relevant financial institution.
- Company’s services are provided “AS-IS, WHERE-IS, WITH ALL FAULTS” and refunds are not provided
B. Monthly Maintenance Fee.
Upon acceptance of the Website by Customer, a monthly Maintenance Fee of One Hundred Fifty Nine Dollars ($159.00) for fully managed website or Seventy Dollars ($70) for website powered by FSB AdvisorStream will be due and payable on the first day of each month, for as long as the Website is running or until Customer provides a thirty (30) day written notice of cancellation to Company. Payment of the Monthly Maintenance Fee shall be made, via Customer’s credit card, which shall remain on file with Company and debited each month.
C. Custom Work. The Monthly Maintenance Fee covers maintenance of the Website and updating content, provided by the Customer. It does not cover any custom work, which shall be billed separately, at Company’s regular hourly rate.
D. Project abandonment. If, after repeated attempts to begin, continue or finalize the delivery of the Website, Customer fails to participate, or becomes otherwise unresponsive to Company requests for a period of three (3) months, the Website may be considered abandoned, and Company may retain any Setup Fee paid by Customer.
A. Company Indemnity. In performing services under this Agreement, Company agrees not to design, develop, or provide to Customer any items that infringe one or more patents, copyrights, trademarks or other intellectual property rights (including trade secrets), privacy, or other rights of any person or entity. If Company becomes aware of any such infringement, in the course of performing work for Customer, Company shall immediately notify Customer in writing. Company agrees to indemnify, defend, and hold Customer, its officers, directors, members, employees, representatives and agents, harmless, for any such alleged or actual infringement. This indemnification shall include attorney’s fees and expenses, unless Company defends against the allegations, using counsel reasonably acceptable to Customer. Company’s total liability under this Agreement shall not exceed the amount of the Setup Fee paid by Customer, under this Agreement.
B. Customer Indemnity. Customer shall indemnify and hold Company, harmless (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 Company as a result of any claim, judgment, or adjudication against Company, related to or arising from information, content, display, or material (whether written, graphic, sound, or otherwise) provided by Customer to Company (the “Customer Content”), or a claim that Company’s use of the Customer Content infringes the intellectual property rights of a third party.
VII. REPRESENTATIONS AND WARRANTIES
A. Company makes the following representations and warranties for the benefit of Customer:
- No Conflict. Company represents and warrants that it is under no obligation or restriction that would, in any way, interfere or conflict with the work to be performed by Company under this Agreement. Customer understands that Company is currently working on one or more similar projects for other Customers. Provided that those projects do not interfere or conflict with Company’s obligations under this Agreement, those projects shall not constitute a violation of this provision of the Agreement.
- Conformity, Performance and Compliance. Company represents and warrants that
- the Website shall be prepared in a workmanlike manner and with professional diligence and skill;
- the Website will function under standard HTML conventions;
- the Website will conform to the specifications and functions set forth in this Agreement; and
- Company will perform all work called for in this Agreement, in compliance with applicable laws. Company will repair any Website that does not meet this warranty, within a reasonable period of time, if the defect affects the usability of Customer’s Website, with said repairs to be free of charge to Customer. This warranty shall extend for the life of this Agreement. This warranty does not cover links that change over time, pages that become obsolete over time, content that becomes outdated over time, or other changes that do not result from any error on the part of Company.
- Disclaimer of All Other Warranties. COMPANY DOES NOT WARRANT THAT THE FUNCTIONS CONTAINED IN ITS WEB PAGES OR THE WEBSITE WILL MEET THE CUSTOMER’S REQUIREMENTS OR THAT THE OPERATION OF THE WEB PAGES OR THE WEBSITE WILL BE UNINTERRUPTED OR ERROR-FREE. THE ENTIRE RISK, AS TO THE QUALITY AND PERFORMANCE OF THE WEB PAGES AND THE WEBSITE, IS WITH CUSTOMER, EXCEPT AS OTHERWISE SPECIFIED IN THIS AGREEMENT. COMPANY PROVIDES ITS SERVICES “AS IS” AND WITHOUT WARRANTY OF ANY KIND, EXCEPT AS STATED HEREIN. THE PARTIES AGREE THAT
- THE LIMITED WARRANTIES SET FORTH IN THIS SECTION ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED BY EACH PARTY, AND
- 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.
- Limitation of Liability. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER 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. THE MAXIMUM REMEDY AVAILABLE TO EITHER PARTY IS ANY AMOUNT PAID BY CUSTOMER, HEREUNDER. COMPANY 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. COMPANY MAKES NO WARRANTY OF ANY KIND, WHETHER EXPRESS OR IMPLIED, WITH REGARD TO ANY COMPANY-PROVIDED CONTENT — USED ON THE WEBSITE.
B. Customer makes the following representations and warranties for the benefit of Company:
- Customer represents to Company, and unconditionally guarantees, that any elements of text, graphics, photos, designs, trademarks, or other artwork furnished to Company for inclusion in the Website, are owned by Customer, or that Customer has permission from the rightful owner to use each of these elements, and will hold Company harmless, protect, and defend it and its subcontractors from any claim or suit arising from the use of such elements furnished by Customer.
- From time to time, governments enact laws and levy taxes and tariffs, affecting Internet electronic commerce. Customer agrees that it is solely responsible for complying with such laws, taxes and tariffs, and will hold Company harmless, protect, and defend it and its subcontractors from any claim, suit, penalty, tax or tariff arising from Customer’s exercise of Internet electronic commerce.
C. Confidentiality. The Parties agree not to make each other’s Proprietary or Confidential Information available, in any form, to any third party, or to use each other’s Proprietary or Confidential Information for any purpose other than as specified in this Agreement. Each Party’s Proprietary or Confidential Information shall remain the sole and exclusive property of that Party. The Parties agree that in the event of use or disclosure by the other Party, other than as specifically provided for in this Agreement, the non-disclosing Party will be entitled to equitable relief. Notwithstanding termination or expiration of this Agreement, Company and Customer acknowledge and agree that their obligations of confidentiality, with respect to Proprietary or Confidential Information, shall continue in effect for a total period of three (3) years from the date first written above.
VIII. FORCE MAJEURE Neither Party will be liable for, or will be considered to be in breach of, or default, under this Agreement, on account of any delay or failure to perform, as required, by this Agreement, as a result of any causes or conditions that are beyond such Party’s reasonable control, and that such Party is unable to overcome through the exercise of commercially reasonable diligence. If any force majeure event occurs, the affected Party will give prompt written notice to the other Party and will use commercially reasonable efforts to minimize the impact of the event.
IX. RELATIONSHIP OF PARTIES
- Independent Contractor. Company, in rendering performance under this Agreement, shall be deemed an independent contractor and nothing contained, herein, shall constitute employment, a joint venture or a partnership. Company shall be solely responsible for, and shall hold Customer harmless from, any and all claims for taxes, fees, or costs, including but not limited to withholding, income tax, workers’ compensation or other taxes or fees. B. No Agency. Customer does not undertake by this Agreement, to perform any obligation of Company, whether by regulation or contract. In no way is Company to be construed as the agent or to be acting as the agent of Customer in any respect, any other provisions of this Agreement notwithstanding.
X. NOTICE A. Any notice required under this Agreement shall be in writing and delivered, to the other designated party, at the addresses listed below:
If to Customer: ________________________
If to Company: Angelina@FinancialTechTools.ca or Roneen@fsbcontentmarketing.com
B. Either party may change its address to which notice is to be sent, by written notice to the other, under this paragraph.
XI. JURISDICTION This Agreement shall be governed in accordance with the laws of the Province of British Columbia. All disputes under this Agreement shall be resolved by litigation in the courts of the Province of British Columbia and the Parties consent to the jurisdiction of such courts, and agree to accept service of process by mail, and hereby waive any jurisdictional or venue defenses otherwise available to it.
XII. AGREEMENT BINDING ON SUCCESSORS The provisions of the Agreement shall be binding upon, and shall inure to, the benefit of the Parties hereto, their heirs, administrators, successors and assigns. XIII. ASSIGNABILITY Customer may not assign this Agreement or the rights and obligations, there under, to any third party, without the prior written approval of Company. Company reserves the right to assign subcontractors, as needed, to this project, in order to ensure on-time completion.
XIV. WAIVER No waiver, by either Party, of any default, shall be deemed as a waiver of prior or subsequent default of the same, or other, provisions of this Agreement.
- SEVERABILITY If any term, clause or provision is held invalid or unenforceable, by a court of competent jurisdiction, such invalidity shall not affect the validity or operation of any other term, clause or provision and such invalid term, clause or provision shall be deemed to be severed from the Agreement.
XVI. INTEGRATION This Agreement constitutes the entire understanding of the Parties, and revokes and supersedes all prior agreements between the Parties, and is intended as a final expression of their Agreement. It shall not be modified or amended except in writing signed by the Parties hereto and specifically referring to this Agreement. This Agreement shall take precedence over any other documents that may conflict with this Agreement.
XVII. READ AND UNDERSTOOD Each Party acknowledges that it has read and understands this Agreement and agrees to be bound by its terms and conditions.
XVIII. DULY AUTHORIZED REPRESENTATIVE If this Agreement is executed, then each Party warrants that their representative, whose signature appears on such signature pages, is duly authorized by all necessary and appropriate corporate actions, to execute this Agreement.
IN WITNESS WHEREOF, the undersigned have executed this Agreement on the date first written above.
FINANCIAL TECH TOOLS
FSB CONTENT MARKETING INC.