As my first commitment to you for an organized and transparent design process, the following is a written understanding of our mutual agreement for the services to be performed.

DEFINITIONS

"The Site" means a series of linked Web pages under common control and developed by Designer for Client under this agreement.

"Client Content" means all data, code, trademarks, and copyrighted content provided by Client for use by Designer on the Site.

"Designer Content" means all data, code, trade secrets, patents, designs, drawings, text created by Designer for use on the Site, including any modifications or enhancements provided by Designer.

CONTENT PROVIDED UPON PURCHASE OF SERVICES

Upon purchase of services, Client will receive content such as a website template, access to training videos, questionnaires, and/or e-books. Client agrees not to share, copy, monetize, or distribute content, including sharing passwords to unlock such content which may be housed in a password-protected page. Website template may only be used for one website development project.

DESIGNER SERVICES, FEE, AND TIMEFRAMES

Designer will perform the design services as described on the “What’s Included” section of the design collaboration program page for the fee in effect at the time of purchase. Unless otherwise agreed to by Designer, the fee is non-refundable upon payment. Additional calls, design revisions, page additions, and other customizations may be added at Designer’s hourly rate in effect at the time additional services are agreed to. Other out-of-pocket expenses not described on the design collaboration program page, such additional fonts or images, will be paid by Client. Client is responsible for independent payment of all third-party costs related to website maintenance, including but not limited to website hosting and DNS registration. 

Unless otherwise agreed to and within the sole discretion of the Designer, failure to schedule Designer services six months after purchase or failure for all Designer services to be completed within one year after purchase will be considered a termination of this agreement by the Client and result in forfeiture of all remaining services to be performed by Designer. Failure for Client to independently pay any third-party costs necessary for project work to be performed may result in project delay or termination of this agreement.

OWNERSHIP OF DESIGNER CONTENT

Upon full completion of website development by Designer, Designer assigns to Client all right, title, and interest in the copyrights in Designer Content, including copyright in the Site's compilation or collective work and in the derivative copyrights of such works. Designer will sign any further documents reasonably requested by Client to put into effect the assignment of these rights.

OWNERSHIP OF DESIGNER TOOLS

Client acknowledges that Designer owns or holds a license to use and sublicense various development or authoring tools it uses to create websites for its clients. By way of example, such tools may include, but are not limited to, such items as: HTML code, Java code, Java applets, subroutines, search engines, and toolbars for maneuvering between pages. Such materials shall be referred to as "Designer Tools."

Designer retains all right, title, and interest including all copyright, patent rights, and trade secret rights in Designer Tools. Subject to full payment of the fees due under this Agreement, Designer grants Client a nonexclusive, perpetual, worldwide license to use the Designer Tools to operate the Site and all updates and revisions thereto. However, Client shall make no other commercial use of Designer Tools without Designer's written consent.

COMPLIANCE WITH LAWS AND REGULATIONS

Design services will not ordinarily include a comprehensive search to ensure site will comply with applicable laws and regulations, such as the Americans with Disabilities Act. Best practices for accessibility and readability will be utilized. Specific elements to bring into or help maintain compliance will be incorporated as may be specifically arranged for an additional fee (such as inclusion of specific elements, customizations, or plugins). Ultimately, compliance with the Americans With Disabilities Act and other applicable laws and regulations is a legal matter for which legal counsel should be consulted, and work performed cannot guarantee compliance with the Americans With Disabilities Act or other applicable laws and regulations.

WEBSITE CREDIT AND LINKS

Designer can place hypertext links on Designer's website to Client's Site as an example of Designer services. Designer may also place hypertext links on Client's site to Designer's website. Client also grants Designer a worldwide, royalty-free, non-exclusive, sub-licenseable license to reproduce, distribute, publicly display, and digitally perform its trademarks, trade names, service marks, or other indica or origin, to further the objectives of this Agreement and Designer's general promotional efforts.

DOMAIN NAME

Designer has no legal or financial interest in the domain name chosen by Client for the site. Client shall bear all expenses incurred in registering the domain name.

SEARCH ENGINE OPTIMIZATION

Services for website development may include limited search engine optimization consulting or more extensive research and consulting for an additional fee. Client acknowledges the following:

(a) Designer cannot guarantee any particular search engine ranking or placement;

(b) Submission to the majority of search engines and directories does not guarantee entry;

(c) Designer cannot be held responsible for any loss (financial or otherwise) to the Clientʼs business due to an unexpected drop in search engine rankings;

(d) Client authorizes Designer to modify the code of the Clientʼs web pages at Designer's discretion including but not limited to keyword density, page titles, meta descriptions and other elements as it relates to increasing search engine rankings;

(e) Should the Client make changes to any site content that Designer has optimized, the Client understands that these changes may have an adverse effect on search engine rankings;

(f) Search engine directory submissions are carried out one time only per engine unless otherwise stated.

DESIGNER REPRESENTATIONS AND WARRANTIES

THE DESIGNER CONTENT FURNISHED UNDER THIS AGREEMENT IS PROVIDED ON AN "AS IS" BASIS, WITHOUT ANY WARRANTIES OR REPRESENTATIONS EXPRESS, IMPLIED, OR STATUTORILY; INCLUDING WITHOUT LIMITATION, WARRANTIES OF QUALITY, PERFORMANCE, NONINFRINGEMENT, MERCHANTABILITY, OR FITNESS FOR A PARTICULAR PURPOSE NOR ARE THERE ANY WARRANTIES CREATED BY A COURSE OF DEALING, COURSE OF PERFORMANCE, OR TRADE USEAGE. DESIGNER DOES NOT WARRANT THAT THE OPERATION OF THE SITE WILL BE CONTINUAL, UNINTERRUPTED, OR ERROR FREE. THE FOREGOING EXCLUSIONS AND DISCLAIMERS ARE AN ESSENTIAL PART OF THIS AGREEMENT AND FORMED THE BASIS FOR DETERMINING THE PRICE CHARGED FOR DESIGNER CONTENT.

INTELLECTUAL PROPERTY INFRINGEMENT CLAIMS

Designer represents, BUT DOES NOT WARRANT, that to the best of its knowledge the Designer Content delivered to Client under this Agreement will not infringe any valid and existing intellectual property right of any third party.

LIMITATION OF DESIGNER'S LIABILITY TO CLIENT

(a) In no event shall Designer be liable to Client for lost profits of Client, or special or consequential damages, even if Designer has been advised of the possibility of such damages.

(b) Designer's total liability under this Agreement for damages, costs, and expenses, regardless of cause, shall not exceed the total amount of fees paid to Designer by Client under this Agreement.

(c) Designer shall not be liable for any claim or demand made against Client by any third party.

(d) Client shall indemnify Designer against all claims, liabilities, and costs, including reasonable attorney fees, of defending any third-party suit arising out of the use of the Designer Content provided under this Agreement. Designer shall promptly notify client in writing of any third-party claim or suit and Client shall have the right to fully control the defense and any settlement of such claim or suit.

CLIENT REPRESENTATIONS AND WARRANTIES

Client represents and warrants to Designer as follows:

• Client has the authority to enter into and perform its obligations under this Agreement;

• Client has or will obtain all necessary and appropriate rights and licenses to grant the license to Designer to use Client Content for the Site; and

• Client has or will obtain any authorizations necessary for hypertext links from the Site to any other third-party websites.

Client will indemnify Designer from any third-party claims resulting in losses, damages, liabilities, costs, charges, and expenses, including reasonable attorney fees, arising out of any breach of any of Client's representations and warranties contained in this Agreement. For such indemnification to be effective, however, Designer must give Client prompt written notice of such claim and provide Client such reasonable cooperation and assistance as Client may request in the defense of such suit. Client will have sole control over any such suit or proceeding.

CONFIDENTIALITY

During the term of this Agreement and for one year afterward, Designer will use reasonable care to prevent the unauthorized use or dissemination of Client's confidential information. Reasonable care means at least the same degree of care Designer uses to protect its own confidential information from unauthorized disclosure.

Confidential information is limited to information clearly marked as confidential, or disclosed orally that is treated as confidential when disclosed and summarized and identified as confidential in a writing delivered to Designer within 15 days of disclosure.

Confidential information does not include information that:

• the Designer knew before Client disclosed it;

• is or becomes public knowledge through no fault of Designer;

• Designer obtains from sources other than Client who owe no duty of confidentiality to Client; or

• Designer develops independently.
  

TERM OF AGREEMENT

This Agreement commences on the date it is executed and shall continue until full performance by both parties, or until earlier terminated by one part under the terms of this Agreement.

DESIGNER AS AN INDEPENDENT CONTRACTOR

The relationship of the parties under this Agreement is one of independent contractors, and no joint venture, partnership, agency, employer-employee, or similar relationship is created in or by this agreement. Neither party may assume or create obligations on the other party's behalf and neither party may take any action that creates the appearance of such authority.

DISPUTES

If a dispute arises, the parties will try in good faith to settle it through mediation conducted by a mediator to be mutually selected. The parties will share the costs of the mediator equally. Each party will cooperate fully and fairly with the mediator and will attempt to reach a mutually satisfactory compromise to the dispute.

If the dispute is not resolved within 30 days after it is referred to the mediator, it will be arbitrated by an arbitrator to be mutually selected. Any arbitration award shall include a written record explaining the decision. Judgment on the arbitration award may be entered into any court that has jurisdiction over the matter. The arbitrator will allocate costs of arbitration, including attorney fees.

ATTORNEY FEES AND EXPENSES

If there is litigation, the prevailing party may collect from the other party its reasonable costs and attorney fees incurred in enforcing this Agreement.

SURVIVAL

The provisions of the sections titled "Intellectual Property Infringement Claims," "Limitation of Designer's Liability to Client," and "Client Representations and Warranties" will survive any termination of this agreement.

GENERAL PROVISIONS

(a) Complete Agreement: This Agreement together with all exhibits, appendixes, or other attachments, which are incorporated by reference, is the sole and entire Agreement between the parties. This agreement supersedes all prior understandings, agreement, and documentation relating to such subject matter.

(b) Modifications to Agreement: Modifications and amendments to this Agreement, including any exhibit or appendix hereto, shall be enforceable only if they are in writing and are signed by authorized representatives of both parties

(c) Applicable Law: This Agreement will be governed by the laws of the State of California.

(d) Notices: All notices and other communications given in connection with this Agreement shall be in writing and shall be deemed given as follows: personal delivery, mail (registered or certified mail, postage prepaid, return-receipt requested), nationally recognized overnight courier (fees prepaid), facsimile, or email.

(e) No Agency: Nothing contained herein will be construed as creating any agency, partnership, joint venture, or other form of joint enterprise between the parties.

(f) Assignment: The rights and obligations under this Agreement are freely assignable by either party. Client shall retain the obligation to pay if the assignee fails to pay as required by this Agreement

(g) Successors and Assigns: This agreement binds and benefits the heirs, successors, and assigns of the parties.

(h) Severability: If a court finds any provision of this Agreement invalid or unenforceable, the remainder of this Agreement will be interpreted as best to carry out the parties' intent.

Last updated 5.16.23