Web Design Contract
Parties: Buyer (hereinafter referred to as “You” or “Credit Card Holder” or “Client”). Seller, TechPasture Solutions (hereinafter referred to as “Our”, “Us” or “We”).
Relationship: Company is acting as an independent contractor, and is not acting as an employee of Client.
Entire Agreement: Client and Company agrees that this Agreement represents the Entire Agreement between both parties. This Agreement supersedes any and all prior negotiations, discussions, proposals or verbal agreements with respect to the project outlined in the SOW. Client and Company further agree that no verbal agreements expressed or implied, no additional warranties other than those defined herein, and no additional work shall be performed by Company, other than that which is defined in the SOW unless otherwise contracted in writing and agreed to by both parties.
Work Product: For the purpose of this Agreement, Work Product shall be defined as any work provided to Client by Company for the purpose of fulfilling its obligation under this Agreement to complete the SOW. This includes, but is not limited to design work, websites, landing pages, flash files, virtual tours, business portals, custom software applications, as well as programming and code required to operate such Work Product(s).
Ownership of Work Product by Client: Except as set forth in below paragraph, all custom Work Product elements including the source code for Work Product shall be exclusively owned by Client and shall be considered works performed for hire by Company for Client. Code is the property of Company until official signoff and final payment is received. No code will be delivered to client until final payment and official beta launch approval has been made.
Ownership of Common Code by Company: Company has developed Common Code for its commercial purposes that shall be used to develop Client’s Work Product. Client agrees that Common Code is provided to Client for its nonexclusive use in this Work Product only. Client agrees and understands that it may not reuse, in any manner, such Common Code for any other product or purpose; and that it may not resell such Common Code. Client cannot claim ownership of Common Code and it cannot exercise copyright on Common Code. Furthermore, Client agrees that it shall have no ownership rights to common libraries provided by Company. Common Libraries shall be clearly marked as copyrighted by Company.
Credits: Client hereby grants permission for Company to place Work Product credits entitled “credit” at the bottom of page designs and in administrative pages (if applicable).
Content: For the purpose of this Agreement, Content shall be defined as any information, text, graphics, photos, trademarks, designs, software, photos, videos, graphics, music files, sounds, and other materials and/or services that may be displayed for public viewing in Client’s Work Product. All Content shall be provided by Client upon request by Company in a timely manner. Content shall be provided in an acceptable electronic format (preferably in a Microsoft Word document file). Client understands and agrees that Company shall not be responsible to strip content from Client’s existing or other any other website(s). Client understands and agrees that Company makes no warranties on content provided by Client; and Client agrees that Company shall not be held responsible for content provided by Client or Company that: (a) contains typographical errors or inaccuracies; (b) infringes on the Intellectual Property Rights of any third party or any rights of publicity or privacy; (c) violates any law, statute, ordinance, or regulation (including without limitation, the laws and regulations governing export control, unfair competition, antidiscrimination or false advertising); (d) is defamatory, trade libelous, unlawfully threatening, or is unlawfully harassing. Client agrees that under no circumstances, and in no event, shall Company be held liable for direct, indirect, or incidental damages resulting from the use of such content. Client agrees to indemnify Company and hold it harmless from any actions. Client expressly understands and agrees that Company disclaims any and all responsibility or liability for the accuracy of content, and/or completeness, legality, reliability, operability or availability of information or material in Client’s Work Product.
Copyrights: Client hereby unconditionally guarantees that all content and any and all other materials provided to Company by Client are either owned by Client or are used with permission of the owners of said Content. Client agrees to hold harmless, and protect, and defend Company from any and all claim(s) or suit(s) arising from the use of such Content.
Time Frame: Client and Company agree to work together diligently toward the completion of this project in an expedite manner. Client understands that if changes are made to the original SOW specifications, the timely completion of this project may be negatively impacted. Company does not guarantee any timelines and any timelines given are strictly estimates and subject to change without notice.
Cooperation: Client agrees to work diligently with Company to facilitate Company’s timely completion of Work Product. This includes but is not limited to payments due to Company, Client feedback on design elements, Content, merchant account information and any other materials and information that are requested by Company from Client and are needed for Company to proceed with completing Client’s Work Product. Client understands and agrees that failure to provide requested items in a timely manner may result in Non-Response Status.
Non-Response Status: In the event that of Client non-cooperation, either through non-response or failure to provided items requested by Company from Client within fifteen (15) calendar days upon request, Company reserves the right to place Client’s project in Non-Response Status. In the event of Client Non-Response, Client understands that Company, at its sole discretion, reserves the right to place Client’s Work Product to the back of the development queue, allocating Company’s development resources to other projects; and Client agrees and understands that such non-response shall result in delay of Company’s ability to complete Client’s project in a timely manner through no fault of Company. In the event that Client’s project is placed in Non-Response Status by Company, Client shall be notified by Company of such Non-Response Status and shall have fourteen (14) calendar days to provide such pending item(s) or risk being placed in “Hold Status”. In the event that Client provides such requested pending item(s) within that timeframe, Company shall proceed with Client’s project without penalty other than the delay of Company’s ability to complete Client’s project.
Hold Status: In the event that Client does not provide requested item(s) during Non-Response Status, and Client’s project reaches thirty (30) calendar days of Client Non-Response, Client agrees and understands that its Work Product shall immediately be placed on Hold Status. Client shall be notified by Company that it has been placed in Hold Status and shall have fourteen (14) calendar days to provide such pending item(s). In the event that Client provides such requested pending item(s) within that timeframe, Company shall proceed with Client’s project without penalty other than the delay of Company’s ability to complete Client’s project or risk being placed on “Inactive Status”. In the event that Client provides the requested item(s) during this timeframe, Company agrees to continue work on Client’s project and Client agrees that such action shall substantially delay Company’s ability to complete Client’s project. Furthermore, Client understands and agrees that if Client’s project is placed in Hold Status more that once during Work Product development, Company reserves the right, at its sole discretion, to immediately place Client’s Work Product on Inactive Status.
Inactive Status: In the event that Client does not provide the requested item(s) during Hold Status, and Client’s project reaches forty-five (45) calendar days of Client Non-Response, Client agrees and understands that its Work Product shall be immediately be placed on Inactive Status by Company. Client shall be notified by Company that it has been placed on Inactive Status and it shall have thirty (30) calendar days to provide such pending item(s) in addition to paying a reactivation fee in the amount of four hundred ninety-five dollars ($495.00) before Company shall proceed with Client’s Work Product. Upon the receipt of the reactivation fee and requested pending item(s) within the thirty (30) calendar days of Inactivation Status, Company shall continue work on Client’s Work Product and Client understands that this shall result in a substantial delay in Company’s ability to complete Client’s project through no fault of Company. However, in the event that Client’s project reaches sixty (60) calendar days of Client Non-Response, Client agrees to release Company from further obligation under this Agreement; any and all payments made to Company shall be non-refundable; and a new Agreement shall be required for future work.
Delivery of Home Page Design: Company shall work with Client to determine the layout of the initial screen and/or home page design. This shall be a custom process specific to Client’s specifications. Client is allocated three custom rounds of layouts, if client wishes for additional rounds past these three they can be purchased for $150/round. Upon Client approval of initial screen/home page design, Client shall sign a Design Approval form indicating Client approval of the layout of the initial screen and/or home page design. Homepage Design Approval is not dependent on content being approved and/or included. Client agrees that Company can not perform additional work on Work Product until the Design Approval has been executed by Client and received by Company. Client further understands and agrees that any changes made to the initial screen/home page design after Design approval shall result in additional expense to be incurred. If the client doesn’t provide feedback on the design or the client fails to provide requested materials for 10 days, homepage design approval will be implied and the process will proceed with that design. If changes want to be made later, the same fees will apply as after Homepage Design Approval.
Client is purchasing a custom application and company will work diligently with you to create this application. The Homepage is customized to the client’s specifications. The inner pages will be designed by Company to match the homepage design. Additional inner page designs are available for $50 per page.
Delivery of Wire Frame: Company shall work with Client to define functionality specifics in a wire frame. This shall be a custom process specific to Client’s specifications as outlined in the SOW. There are modules within the custom project that are built in a standardized fashion and the contract is based on standardized coding procedures and best practices, further customization beyond this will require additional hourly payments. Company team members will work with you during the wire frame process to determine your exact needs and every effort will be made to accommodate your needs during that process. It is typical for clients to want to make changes once the site is complete and Company provides many maintenance support packages for those cases. Upon Client approval of the wire frame, Client shall sign a Wire Frame Approval form indicating Client approval of the Work Product functionality. Client agrees that Company cannot perform additional work on Work Product until the Wire Frame Approval has been executed by Client and received by Company. Client further understands and agrees that any changes made to functionality of Work Product after wire frame approval shall result in additional expense to be incurred. Once Wireframe is approved this document supersedes the SOW and contract. If it is not mentioned in the Wireframe, it is no longer part of the work product. If no response is made by the client, the client does provide feedback on the Wireframe or the client fails to provide requested materials for 10 day, Wireframe approval will be implied and the process will proceed with that design. If changes want to be made later, the same fees will apply as after Wireframe Approval.
Alpha Launch: Alpha Launch is defined as completion of major programming and code as defined in the wire frame. Alpha Launch is determined by the Company. Alpha Launch shall refer to the completion of the major programming and functionality code; it shall not be affected by item(s) including but not limited to: Client Content, image files, merchant account information, Client Work Product testing or other item(s) requested by Company from Client. Upon Alpha Launch, Company shall notify Client that Alpha Launch is complete and Client is required to sign an Alpha Launch Acknowledgement form to confirm that it has been notified that it has fourteen (14) calendar days to test and begin to review Work Product.
Beta Launch: Beta Launch is defined as delivering product work files or pushing the work project to the live server. In the event that Company’s hosting provision is included in Client’s SOW, upon Beta Launch Work Product shall be removed from Company’s test server and the DNS Hosting shall begin. In the event that payment has not been received by Company from Client, an IP address shall be assigned and Work Product shall be pushed live to that IP. In the event that payment has been received by Company from Client, the Work Product shall be pushed live to Client’s domain. If no response is made by the client and the final payment has been paid Beta Launch will occur without official approval. If the work product is being hosted with Company, it will be pushed to the live server and hosting will begin. If the work product is being hosted with a third party hosting provider, then all the work product’s source files will be sent to the client and the contract and warranty will end.
Third Party Integration: If the Client elects Company to work on a third party integration, Company agrees to work with Client to perform needs tasks. An hourly estimate is given for such work and additional hours will be charged in accordance with contract. Natural limitations exist on third party integrations and problems outside the control of the Company may prevent complete development or elimination of bugs.
Work Product Warranty & Support: Company warrants that Client’s Work Product shall conform to applicable specifications as defined in wire frame or acceptance criteria upon Final Delivery. To ensure Client’s satisfaction, Company shall warrant and provide support to fix any programming bugs, defects in features or implementation issues for a full 60 (sixty) days after Alpha launch. This warranty shall apply to Work Product programming and code. The warranty does not include any changes to functionality, content or design. During this time, Client may report any issues to Company’s web-based support desk and Company agrees to perform work necessary to fix any reported issues at no charge to Client. Upon the expiration of this period, Client and Company mutually agree that the Work Product shall be considered complete and feature ready. In the event that Client desires additional warranty and support from Company beyond the initial sixty (30) day period, Client may purchase a Maintenance Agreement.
Disclaimer: Due to the nature of the Internet, Company does not warrant that the operation of this Work Product shall be uninterrupted or without error. Further, Company shall not be held responsible to Client or any third party for any damages of any kind arising from of the operation or inability to operate Client’s Work Product. Other than as stated in paragraphs twenty-three (23) and twenty-four (24) above, both parties agree that Work Products and services provided by Company are provided “as is,” with no extended warranty whatsoever.
Disclaimer of Client Warranties: To the fullest extent permitted by law, Company disclaims any and all warranties for the security, reliability, timeliness, and performance of any products and/or services advertised by Client. Company further disclaims any and all warranties for goods and services received through or advertised by Client or received by any party through any links provided in the products and/or services section of Client’s Work Product. In addition, any information or advice provided by Client or through any links provided in Client’s Work Product. All express, implied, and statutory warranties, including, without limitation, warranties of merchantability, fitness for a particular purpose, and non-infringement of proprietary rights, are expressly disclaimed by Company to the fullest extent permitted by law. Company similarly disclaims, any warranties for any information and/or advice provided by Client. Company disclaims any responsibility for the deletion, failure to store, or untimely delivery of any information or material. Company disclaims any and all responsibility and liability that may arise for any harm resulting from the downloading or accessing of Client’s information, materials, or products and services, including, without limitation, for any harm that could be caused by virus (es) or similar contamination or destructive features. Client further understands and agrees that any material(s) downloaded or otherwise provided are done at Client’s and other party’s own discretion; and that any such risk shall be solely Client’s responsibility; including but not limited to any damages to computer systems and/or loss of data that could result from the downloading of such materials.
Limitation of Liability: Client expressly understands and agrees that under no circumstances shall Company be liable to any user on account of that user’s use or misuse of and reliance on Client’s Work Product. Such limitation of liability shall apply to prevent recovery of direct, indirect, incidental, consequential, special, exemplary, and punitive damages (even if Company has been advised of the possibility of such damages). Such limitation of liability shall apply whether the damages arise from use or misuse of and reliance on Client’s Work Product, from inability to use Client’s Work Product, or from the interruption, suspension, or termination of Client’s Work Product (including such damages incurred by any third parties). Such limitation shall also apply with respect to damages incurred by reason of other services or goods received through or advertised on Client’s Work Product or received through any links provided by Client’s Work Product, as well as by way of any information or advice received through or advertised on Client’s Work Product or received through any links provided in Client’s Work Product. Such limitation shall apply, without exclusion, to the costs of procurement of substitute goods or services, lost profits, or lost data. Such limitation shall apply with respect to the performance or non-performance of Client’s Work Product or any information or merchandise that appears on, or is linked or related in any way to Client’s Work Product. Such limitation shall apply notwithstanding any failure of essential purpose of any limited remedy. Such limitation shall apply to the fullest extent permitted by law. Such limitation of liability shall also apply to any damage caused by loss of access to, deletion of, failure to store, failure to back up, or alteration of user web pages or other content stored. Under no circumstances shall company be held liable for any delay or failure in performance resulting directly, or indirectly from acts of nature, forces, or causes beyond its reasonable control, including, without limitation, internet failures, computer equipment failures, telecommunication equipment failures, other equipment failures, electrical power failures, strikes, labor disputes, riots, insurrections, civil disturbances, shortages of labor or materials, fires, floods, storms, explosions, acts of god, war, governmental actions, orders of domestic or foreign courts or tribunals, non-performance of third parties, or loss of or fluctuations in heat, light, or air conditioning.
Maintenance: Company agrees to provide Client with maintenance modifications to Client’s Work Product from time to time in accordance with Client’s directions. Such modifications shall be implemented in a reasonable time period as determined by the Company and the Client during consultation. Client will owe Company hourly development charges, as per Company’s rates, for all maintenance work.
Miscellaneous: This Agreement shall be governed by and construed to the laws of INDIA. This Agreement constitutes the entire agreement between the Client and the Company; and may not be modified, except in writing executed by authorized personnel and by way of mutual agreement by Client and Company.