WEBSITE DESIGN AGREEMENT
This Website Design Agreement (this “Agreement“) is made effective at the time of payment by the client. This agreement is between SwiftPress Support, the party who will be providing website design service and the Client, the one receiving the website design service.
- Description of the Services. SwiftPress Support will design a website (the “Website”) for the Client in accordance with the timeframe discussed and agreed upon by both parties during their web conference call.
- Clientship Rights. The Client will own all of its proprietary information as included in the Services, as well as all source code, object code, screens, documentation, digital programming, operating instructions, design concepts, content, graphics, domain names, and characters. All Services provided by SwiftPress Support, will be “works for hire” under applicable United States copyright laws, and therefore the property of the Client.
- SwiftPress Support’s Clientship Rights and Grant of License. Notwithstanding any other provision of this Agreement, the Services will/may include some programming code that SwiftPress Support has previously developed for its own use. SwiftPress Support expressly retains full ownership of such code, including all associated rights to use such code.
- Copyright Notice. SwiftPress Support shall include a copyright notice (or any other notices requested by the Client) to be displayed on each page of the Website that can be viewed by a user.
- Independent Contractor. SwiftPress Support is an independent contractor with respect to its relationship to the Client. Neither SwiftPress Support nor SwiftPress Support’s employees are or shall be deemed for any purpose to be employees of the Client. The Client shall not be responsible to SwiftPress Support, SwiftPress Support’s employees, or any governing body for any payroll taxes related to the performance of the Services.
- Warranty – SwiftPress Support. SwiftPress Support warrants to the Client that all software programming, web pages, and materials delivered to the Client in connection with the Services are free from defects in materials and faulty workmanship under normal use, and that the Website will operate properly with widely used web browsers. During SwiftPress Support’s recommended beta testing period and for a 30 day period following completion of beta testing, SwiftPress Support will correct any software anomalies (“bugs”) that occur because of defects in the source code included in the software. If there is any code provided by third-party software that is used on the website that has a bug or is faulty, then SwiftPress Support will contact the third-party to attempt to get a fix. SwiftPress Support will not be held liable for any bugs or errors created by third-party software or plugin providers.
- Warranty – Client. The Client represents and warrants to SwiftPress Support that the Client owns (or has a legal license to use) all photos, text, artwork, graphics, designs, trademarks, and other materials provided by the Client for inclusion in the Website, and that the Client has obtained all waivers, authorizations, and other documentation that may be appropriate to evidence such ownership. The Client shall indemnify and hold SwiftPress Support harmless from all losses and claims, including attorney’s fees and legal expenses, that may result by reason of claims by third parties related to such materials.
- Disclaimer of Warranties. Except as expressly set forth in this agreement, the parties hereby specifically disclaim any representations or warranties, express or implied, regarding the services, including any implied warranty of merchantability or fitness for a particular purpose or implied warranties arising from course of dealing or course of performance.
- Limitation of Liability. Under no circumstances shall either party be liable to the other party or any third party for indirect, incidental, consequential, special, or exemplary damages (even if that party has been advised of the possibility of such damages), arising from any provision of this agreement such as, but not limited to, loss of revenue or anticipated profit or lost business, costs of delay or failure of delivery, or liabilities to third parties arising from any source.
- Indemnity. Each party agrees to defend, indemnify, and hold harmless the other party and its officers, directors, agents, affiliates, distributors, representatives, and employees from any and all third party claims, demands, liabilities, costs, and expenses, including reasonable attorney’s fees, costs and expenses resulting from the indemnifying party’s material breach of any duty, representation, or warranty under this Agreement.
- Assignment. This Agreement is not assignable, in whole or in part, by either party without the prior written consent of the other party. Any attempt to make such an assignment shall be void.
- Termination on Default. If a party defaults by failing to substantially perform any provision, term, or condition of this Agreement (including without limitation the failure to make a monetary payment when due), the other party may terminate this Agreement by providing written notice to the defaulting party via letter or email. The notice shall describe with sufficient detail the nature of the default. The party in default shall have 14 business days from the effective date of such notice to cure the default(s). Unless waived by the party providing the notice, the failure to cure the default(s) within such time period shall result in the automatic termination of this Agreement. SwiftPress Support reserves the right to cancel any any services provided to the Client for non-payment which may include web hosting, support, or maintenance plan. If the Client’s website goes down due to non-payment, the Client shall not hold SwiftPress Support liable for any loss of revenue.
- Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the remaining portions of this Agreement shall remain in full force and effect and construed so as to best effectuate the original intent and purpose of this Agreement.
- Third-Party Software Costs. The Client agrees to pay for any third-party software costs that SwiftPress Support deems as necessary to complete the website design project for the Client. The Client also agrees to pay for recurring monthly or annual costs for third-party software costs that are needed for the successful completion of the project or to make any fixes to the website. If the Client chooses to not pay for third-party software licenses and renewals, then the Client will not hold SwiftPress Support for any damages to the website or for any loss of revenue.
- Complete Contract / Amendment. This Agreement supersedes all prior agreements and understandings between the parties for the performance of the Services and constitutes the complete agreement and understanding between the parties. The parties may amend this Agreement in a written document signed by both parties.