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1. Understanding:__________________________________________________________
located on ____________________________________________________________________ in the City/State/Zip of ______________________________________________ ("The
Client") engages John David Sottile, also operating under
the names "Cool Moose And a Reclusive Goose," "The Herd," and "World Wide Web IDentity, of 125 Moose Hill Parkway, Sharon
MA, 02067 ("The Developer") as contractor for the purpose of developing
a WebSite Package, or evaluating an existing WebSite, as indicated below:
[ ] $
95 - Essential wwwIDentity per Attachment A
[ ] $295 - Basic Independent wwwIDentity
per Attachment B
[ ] $495 - Extended Independent wwwIDentity per Attachment
B+
or
[ ] Consulting: The Client's Existing Website per Attachment C
[ ] Consulting: The Developer's Web-centric Audit
per Attachment CW
The Client and The Developer may
also be mentioned together as "The Parties," or oppositely referenced, in the singular, as "The (adjective) Party."
For the consideration stated, The
Client and The Developer agree as follows:
2. Website Packages, Optional
Fees & Work Location: PACKAGES: The WebSite Packages are defined on page "Site Features & Prices" (plus MORE links) of our website, www.coolmooseandareclusivegoose.com or www.cmaarg.com. OPTIONAL FEES: Additional
add-value components such as concept development, copywriting, extensive editing, logo design, and other custom components
are charged as applicable and listed on the page "Optional Fees" of the same WebSite. WebSite Packages in which e-commerce elements are either "bolted on" or "linked"
will be priced and quoted individually based upon the complexity of the e-commerce requirement. WORK LOCATION: The
Developer will construct the selected Website Package entirely at its location(s), away from The Client's premises, through
both off-line and interactive, live, on-line sessions by which The Client can monitor progress and discuss modifications,
as required. The Developer may travel to in-person meetings to consult on existing Websites, built by others, depending on
the need... and will travel to consult and perform Web-centric Audits.
3. Text and Graphics:
The Client will supply the majority of text, graphics, photos and other content. Where required, The Developer will assist
in editing and adapting the text for Web suitability. The Developer will also size all pictures and graphics to balance the
need for visual impact against acceptable download time for dial-up visitors.
4. Client Design Changes:
The Developer requires The Client's commitment during the design process. Nonetheless, The Developer understands that WebSite
construction is an iterative process where small modifications are expected and accepted. However, The Developer cautions
that 1) incremental Client "discovery" may further lead The Client to request significant design changes to pages that have
already been built to the Client's initial specification(s); and 2) that the above value priced WebSite Packages, as defined,
do not include margins for such significant page modification, or the creation of additional pages beyond the stated maximum.
Therefore, if such a significant page modification(s) is requested by The Client after a page has been built to The Client's
original specification, without any purchased but unused pages being in inventory, or additional page(s) are requested beyond
the Web Package definition, The Developer will consider the request to be an additional work order to be A) billed per published
rates, or B) quoted individually if the scope of work exceeds the published list. Examples of significant modifications include,
but are not limited to redesigns of overall look, development of new table layouts, complex color changes, inclusion of excessive
graphics, photos, and links, plus the creation of new or additional navigation structures. Where excesses are contemplated,
The Developer will notify The Client by email, or telephone, for approval which is confirmed by a signed Attachment to this
Agreement (e-mail or fax being accepted as well as First Class Mail) before any additional work and charges are incurred.
As significant modifications or additional pages could delay the Completion Date, defined below, it is agreed that at The
Developer's sole reasonable discretion, the Completion Date may be reset.
5. Completion Date:
The Developer and The Client will work together to complete the WebSite on a date established in the Attachment referred to
as "Completion Date." The Client's delays in providing materials, approvals, correspondence or other matters may delay The
Developer's construction of Website, beyond the actual Client's delay, due to other Developer scheduling constraints. Therefore,
The Developer reserves the sole right to adjust the Completion Date as required, based on The Developer's schedule, not punitive
determination. Conversely, without Client delays, the Developer will complete the WebSite no later than the Completion Date,
save for major forces, as are commonly delineated in business contracts, which are beyond The Developer's control.
6. Inspection and Testing:
The Client will thoroughly inspect and test the WebSite and Web pages during the first 14 days after the Completion Date of
the WebSite to ensure that The Developer has met The Client's specifications. Developmental shortcomings, if any, as measured
against the original specifications, so noted during this 14 day period, will be corrected by The Developer within the same
14 days... or soon thereafter, but in no case beyond 30 days from receipt of error notification. After the first 14 days,
The Client is responsible for any corrections on work originally specified, or not.
7. Technical Support &
Ongoing Maintenance: The Developer will EXCLUSIVELY maintain the Website for the first fourteen (14)
days after the Completion Date. If The Client desires to maintain the site after the 14 day period, The Developer will additionally
provide up to one half hour, without charge, of e-mail and telephone assistance regarding management of The Client's Website
to The Client's designated representative, who will also be provided an identical practice WebSite. Otherwise, if The Client
needs further education during the 14 days, or WebSite assistance after the 14-day period has expired, The Client will be
offered The Developer's then current hourly rate, or a custom Maintenance Agreement, in the form of a monthly retainer for
a fixed amount of hours at a reduced hourly rate that reflects the anticipated -- and perhaps unique -- needs of The Client.
Maintenance Agreements are agreed upon separately, and are payable monthly via a recurring credit card charge.
THE DEVELOPER'S MAINTENANCE
AGREEMENT NEVER COVERS
THE CLIENT'S EDITING THEIR
OWN WEBSITE.
8. Client or Third Party
Page Modification: Should the Client, or The Client's designate, independently edit or update The Client's
WebSite after The Developer's 14 day EXCLUSIVE maintenance period, The Client, or Client's designate, will be fully responsible
for the WebSite, regardless whether The Client is on Maintenance or not, for any and all damages which can occur, even beyond
any initial damaging edit. Should The Client then choose to re-employ The Developer to correct the WebSite, The Client, will
be charged at The Developer's then current hourly rate, with an estimate for total repairs conveyed to the Client for acceptance
before repair work begins.
9. Design Credit:
The Client agrees that the WebSite created for the Client by The Developer may be included in the Developer's portfolio. Further,
if The Client allows The Developer to place a small textual credit (approximated 8 pt. Verdana Font Bolded at the bottom of
the HOME PAGE - the first page), The Developer will offer The Client an additional 14 days of initial period EXCLUSIVE maintenance
in exchange for this credit.
10. Domain Registration:
Where applicable by the selected WebSite Package, The Developer will obtain a domain name (www.yourname.com) for The Client subject to the availability of the
requested domain name. The price for Domain Registration SERVICE is included in WebSite Packages, as described. However, the
actual REGISTRATION FEES must be paid directly to the registry agent via The Client's credit card.
11. Hosting Service:
The Developer will ESTABLISH A HOSTING ACCOUNT on behalf of The Client with Lycos, an independent, national, Internet Service
Provider (ISP) with which The Developer has no ownership or financial interest. The Client may elect to maintain this account,
or optionally contract with The Developer, via a separate Maintenance Agreement, to have The Developer maintain this account.
HOSTING FEE SEVICIES secured by The Developer, if applicable by WebSite Package and The Client's desire to remove supporting
advertising, are charged separately, payable by credit card only, and are the FINANCIAL RESPONSIBILITY OF THE CLIENT. Hosting
Terms of Service are governed by the ISP.
12. Assignment of Project:
Once the initial creative specifications are determined by The Parties, The Developer has the right to assign specialists
/ subcontractors to this WebSite, to ensure the correct talent for the task as well as on-time completion. The Developer warrants
all work completed by specialists / subcontractors for this WebSite in the same way as if The Developer had undertaken the
work.
13. Payment Terms:
100% in advance for order amounts less than $300.00, USD, payable upon the acceptance of this Agreement and applicable Attachment.
For orders more than $300, 60%, payable in advance as previously defined, and 40% payable when the WebSite is published for
the 14 day Acceptance Testing Period. All payments can be made by cash, check, or transfer/credit card via PayPal.
14. Additional Expenses:
The Client will reimburse The Developer for any Client requested expenses necessary for the completion of
the project, beyond basic Website standards. Expense examples include, but are not limited to, the purchase of Client requested
fonts, photography, software, and/or content. The Client will be notified by telephone, email, or if a situation arises that
would indicate a need for such expenditures and will be allowed the opportunity to accept or reject the expenditures beforehand.
Acceptance will be evidenced by a signed Attachment with The Client's prepayment being required for the fulfillment of the
Attachment terms.
15. Cancellation &
Postponement: CANCELLATION: of this Agreement by The Client must be made in writing. In the event of
cancellation by The Client, The Developer will have the right to retain the payments received prior to the date of such cancellation
PROVIDING The Developer has initiated WebSite development. If The Developer has not, The Developer shall return all money
received from The Client, less 15% as an administrative fee, of the anticipated WebSite Package total amount. If the Developers
has more than sixty percent (60%) of the anticipated work completed, additional payments will be due, on WebSite Packages
costing over $300, pro-rated based on the percentage of work completed. POSTPONEMENT: In the event that this
Agreement or commenced development is postponed by The Client, The Developer will hold the money paid to date without paying
interest. After ninety (90) cumulative days postponement, this Agreement will automatically cancel and will be settled
as described in Cancellation above.
16. Breach: Breach
of this Agreement by either Party requires the offended Party to serve notice, in writing, send to the offending Party by
United States Postal Service, First Class, Certified Mail, stating the specific nature of the breach. The offending Party
must immediately start to correct the breach. Failing to do so on the part of The Client, will 1) terminate the work on the
WebSite development, 2) cancel this Agreement per Cancellation, above, and 3) allow The Parties to claim any additional damages
which may be provided by law for breach such as in confidentiality where unauthorized disclosure could create damage beyond
the value of this Agreement. Where the breach is caused by the failure of The Developer to perform as agreed, and such failure
continues after 10 business days from receipt of notification, The Developer shall return all money paid by the Client, regardless
of The Developer's efforts and accomplishments.
17. Notification: Regarding
the development of the WebSite, The Parties will interact casually via e-mail, telephone, and perhaps some form of carrier
service to send/receive The Client's materials, if any, that are required by The Developer to complete the WebSite.
Regardless, pertaining to any Notice of Breach, the OFFENDED PARTY will be required to send notice to the OFFENDING PARTY
by United States Postal Service, First Class, Certified Mail with Return Receipt to ascertain the date of acceptance, which
in turn establishes the future dates for remedy.
THE OFFICIAL ADDRESSES ARE THOSE STATED IN PARAGRAPH
OF THIS AGREEMENT.
18. Reserved Rights:
The Client reserves all rights to pictures, graphic and text which The Client submits for inclusion into the
site whether enhanced by The Developer or not. Further, The Client maintains copyrights to materials expressly created for
the WebSite by The Developer under this Agreement. Otherwise, any rights not expressly agreed upon are reserved to The Developer.
Such rights may include, but are not limited to The Developer's stock photos, graphics, icons, links, custom text and techniques
created or provided by The Developer and included in the Client's WebSite but not specifically paid for by The Client.
19. Copyright and Trademark
Indemnification: The Client represents to The Developer and guarantees that any elements of text, graphics,
photos, designs, trademarks, or other artwork furnished to The Developer for inclusion in The Client's WebSite are owned by
The Client, or that The Client has permission from the rightful owner to use each of these elements. The Client will hold
harmless, protect, and defend The Developer and all its subcontractors from any claim or suit arising from the use of such
elements furnished by The Client.
20. Business Indemnification:
The Client shall defend, indemnify, save and hold harmless The Developer from any demands, liabilities, losses,
costs, and claims, including reasonable attorney's fees associated with The Developer's work on The Client's WebSite. This
includes liabilities asserted against The Developer, it's specialists, subcontractors, suppliers, agents, officers, and employees,
that may arise or result from any SERVICE sold, or performed, or agreed to be performed by The Client, via the WebSite, or
any PRODUCT sold by the Client, its agents, employees, or assigns via the WebSite. The Client also agrees to defend, indemnify
and hold harmless The Developer against liabilities arising out of any injury to person or property caused by any incorrect
or misused information published via the WebSite which is detrimental to another person, organization, business, or other
entity.
21. Nondisclosure:
The Developer and subcontractors, if any, agree that, except as directed by The Client, they will not at any time during or
after the term of this Agreement disclose any of The Client's Confidential Information, as so marked to any person(s), unless
it is required by a court of law. Likewise, The Client agrees that The Client will not convey any Developer Confidential Information,
at any time during or after the term of this Agreement, as so marked, to any person(s), unless it is required by a court of
law.
22. No Liability for Consequential
Damages: In no event will The Developer, or its subcontractors be liable to The Client for any consequential,
special, incidental, direct, or indirect damages of any kind arising out of the performance, or use by The Client of the WebSite,
or Web pages, as built to the Client's specification.
DISCLAIMER
THE DEVELOPER MAKES NO REPRESENTATION REGARDING THE WEBSITE'S PURPOSE
OR FITNESS FOR USE BY THE CLIENT OTHER THAN THE WEBSITE WILL FUNCTION AS ANY WEBSITE BUILT TO NOMINAL DESIGN SPECIFICATIONS
AND WILL BE FULLY OPERATIONAL.
IN NO EVENT, WILL THE DEVELOPER, OR THE DEVELOPER'S SPECIALISTS
/ SUBCONTRACTORS BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL, INCIDENTAL, DIRECT, OR INDIRECT DAMAGES OF ANY KIND ARISING FROM
THE PERFORMANCE, OR USE BY THE CLIENT OF THE WEBSITE, OR WEB PAGE(S) AS BUILT TO THE CLIENTS SPECIFICATION.
LIABILITY, IF ANY, REGARDING THE CONSTRUCTION OF THE WEBSITE WILL
BE LIMITED TO THE DEVELOPMENT OF THE WEBSITE DEFINED IN THIS AGREEMENT AND THE AMOUNT PAID FOR ITS DEVELOPMENT.
23. Severability:
In the event that any specific portion of this contract is deemed legally unenforceable, the remaining portion of this Agreement
continues to be valid to the extent allowable by law.
24. Governing Law:
This Agreement is governed by the laws of the Commonwealth of Massachusetts and shall inure to the benefit of both Parties,
and any successors, administrators, heirs, and assigns. Any action or proceeding brought by either Party against the other
arising out of or related to this Agreement will be brought in a Massachusetts Court of competent jurisdiction located
in Norfolk County, Massachusetts.
25. Entire Agreement:
This is the entire Agreement supersedes any prior agreements or understandings, whether written or oral. This fully executed
Agreement may only be modified through the mutual understanding and acceptance of both Parties. Notwithstanding, The Developer
reserves the right to modify any product / service offerings or prices at any time which may affect the future costs for site
additions / maintenance later contracted by the The Client.
26. Authority:
The Client's representative, whose signature is below, certifies that s/he is legally authorized to enter into this Agreement
on behalf of The Client, who is capable of and willing to pay for its fulfillment as specified in the approriate Schedule.
THE CLIENT
Name Printed: _____________________________________
Signature: _________________________________________
Date: _____________________________________________
THE DEVELOPER
Name Printed: John David Sottile
Signature: _________________________________________
Date: _____________________________________________
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