1. Client Responsibilities. Client hereby acknowledges and agrees to the following:
- Prompt Communication. Client understands that clear and prompt communication is an imperative aspect of Dependable Website Company providing Services, and timeframes can only be met with Client’s communication. Therefore, Client agrees it will need to provide clear and prompt feedback and communication to Dependable Website Company concerning all services provided.
2. Payment Method.
- Client’s Payment. Client hereby agrees to provide payment for the amount owed under this Agreement. All payments will be paid to Dependable Website Company by Client on the first day of each month (the “Payment Due Date”).
- Non-Refundable. All compensation for Services is deemed earned upon receipt and is non-refundable.
- Default. If it becomes necessary to take action to receive payment, for any reason whatsoever, Client agrees to pay all costs and expenses of collection, including but not limited to attorneys’ fees, private investigator’s fees, the fees of any collection agency and court costs.
- Firm Quote. Client hereby acknowledges and understands that the Compensation pursuant to the terms of this Agreement and all attachments hereto, are minimum estimates only, unless an hourly fees has been agreed to, by both parties, in writing. The Compensation pursuant to the terms of this Agreement and all attachments hereto, are minimum estimates only, unless clearly marked with the terms FIRM QUOTE. Any Compensation that is incurred on an hourly basis will be payable on all time over that which was quoted, calculated in 15-minute increments.
- Late Payments. A late fee of 10% will be assessed after 45 days of issuance. An additional late fee of 10% will be added after 75 days.
- Project Restart Fee. If a project is paused by the client, the client requests to pause the project or the client ceases to respond to communication for 30 days the project will become paused. To restart the project, we will bill a fee of 10% of the total project cost to restart.
3. Cancellation. In the event Client cancels this Agreement or otherwise does not fulfill their obligations pursuant to this Agreement, ownership of all copyrights, trademarks, trade dress and original artwork shall be retained by Dependable Website Company, and a cancellation fee for work completed, and expenses already incurred, shall be paid by Client (the “Cancellation Fee”). The Cancellation Fee will be calculated by the hours submitted, if the project is on an hourly basis, or, a percentage based on the time estimate for the entire job. A 100% cancellation fee is due once the project has been finished, whether delivered to the client or not. If the project is on an hourly basis, and the project is canceled by the Client, the Client agrees to pay no less than 100% of the hours already billed for the project at the time of cancellation plus a flat fee of $250 or 50% of the remaining hours that were expected to be completed on the project, whichever is greater.
4. Compliance. Each Party shall observe and comply with all laws, rules and regulations of all governmental agencies having jurisdiction over its activities relating to this Agreement. Each party shall keep in full force and effect all licenses necessary to perform their respective services under this Agreement.
5. Termination. Either party may terminate this Agreement during the initial term upon thirty (30) days written notice to the other party. Upon termination, this Agreement shall continue to apply with respect to the Services as agreed to in Section 1 and related Compensation. Dependable Website Company shall have the right to terminate the Agreement without notice in the instance of non-payment by Client.
6. No Joint Venture. This Agreement creates no partnership, joint venture, association, agency, franchise, contract of employment or comparable relationship between the parties, and neither party shall have authority to bind the other party for any purpose.
7. Remedies. In instances of non-payment, Dependable Website Company shall be entitled to the amount of Compensation owed, in addition to an eighteen (18) percent interest per annum penalty on all outstanding monies owed.
8. Indemnification. Client shall be liable for, and shall indemnify, defend and hold harmless Dependable Website Company from and against any and all claims, damages, judgments, suits, causes of action, losses and liabilities and expenses, including attorneys’ fees and court costs arising or resulting from any act or omission of Client or any of Client’s agents or employees in connection with any services to be provided under this Agreement. If any action or proceeding is brought against Dependable Website Company by reason of such indemnified claims, Client, upon written notice from Dependable Website Company, shall defend the same at Client’s expense by counsel approved in writing by Dependable Website Company, whose approval shall not be unreasonably withheld.
9. Survival. Dependable Website Company and Client’s indemnification obligations under this Agreement shall survive the termination of this Agreement.
10. Warranties. Unless otherwise specified in this Agreement, all express or implied conditions, representations and warranties, are hereby disclaimed by Dependable Website Company.
11. Limitation of Liability. Dependable Website Company shall have no liability for special, indirect, consequential, exemplary, incidental or punitive damages including but not limited to legal fees, loss of profits, loss of use or loss resulting from the Services. Dependable Website Company has no liability arising from or in connection with the Services. Damages owed by Dependable Website Company shall be limited to that of actual damages only, not to exceed more than 50% of the Website Fee, or one (1) month of Compensation owed to Dependable Website Company by Client (as calculated by the most recent month compensation), whichever is less.
12. Disclaimer. Except as otherwise expressly provided herein, Dependable Website Company makes no warranty regarding its Services. Dependable Website Company hereby expressly disclaims any and all such warranties, whether express or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose and any warranty of non-infringement. Without limiting the generality of the foregoing, Dependable Website Company does not warrant that its Services will operate error-free or without interruption.
13. Choice of Law and Venue. The parties hereto expressly agree that this Agreement, and any attachments or exhibits, shall be governed by, interpreted under, and construed and enforced in accordance with the laws of the State of Arizona, and that any litigation concerning this Agreement must be submitted to the exclusive jurisdiction of the State and Federal courts located in the County of Maricopa, State of Arizona
14. Professional Fees. If either party should bring suit against the other arising out of this Agreement, then all costs and expenses (including, without limitation, accountants’, appraisers’, attorneys’ and other professional fees and court costs) incurred by the prevailing party therein, as determined by the judge of the court and not by the jury, shall be paid by the other party.
15. Arbitration. Any and all disputes arising under this Agreement shall be resolved by mandatory arbitration in accordance with the rules of the American Arbitration Association. Arbitration shall be conducted solely on an individual, not a class-wide, basis, unless all parties so agree. Venue of such arbitration shall be set in Maricopa County, Arizona. Notwithstanding the foregoing, however, neither party is prohibited from seeking the following special or expedited remedies in a judicial proceeding: claims in bankruptcy court, claims pertaining to infringement of the company’s trademarks, service marks, copyrights, trade secrets, and preliminary injunction or restraint to prevent irreparable harm pending resolution by arbitration. All issues relating to the arbitrability or the enforcement of this Agreement to arbitrate contained herein shall be governed by the Federal Arbitration Act (9 u.s.c. § 1 et sep.) and the federal common law of arbitration. Judgment upon an arbitration award may be entered in any court having competent jurisdiction and shall be binding, final and non-appealable. The parties each hereby waive trial by jury in any lawsuit permitted under the provisions of the first paragraph of this article 16 and initiated by either of them with respect to a claim or counterclaim arising out of or in connection with this agreement or the relationship created hereby.
16. Time is of the Essence; Waiver. The parties hereto expressly agree that time is of the essence with respect to performance of every provision hereof and that failure to timely perform under any provision hereof by either party shall constitute a material breach hereof. The waiver by either party of any breach by the other party of any term, covenant or condition herein contained shall not be deemed to be a waiver of any subsequent breach of the same or any other term, covenant and condition herein contained, nor shall any custom or practice which may become established between the parties in the administration of the terms hereof be deemed a waiver of, or in any way affect, the right of any party to insist upon the performance by the other in strict accordance with said terms
17. Conflicting Obligations. Dependable Website Company is permitted to maintain or initiate work and provide services outside of this Agreement.
18. Prior Agreements; Amendments. This Agreement and the attached Exhibits contain all of the covenants, provisions, agreements, conditions and understandings between Dependable Website Company and Client concerning their relationship and any other matter covered or mentioned thereby, and no prior agreement or understanding, oral or written, express or implied, pertaining to their relationship or any such other matter shall be effective for any purpose. No provision of this Agreement may be amended or added to except by an agreement in writing signed by the parties hereto. The parties acknowledge that all prior agreements, representations and negotiations are deemed superseded by the execution of this Agreement to the extent they are not expressly incorporated herein.
19. Code of Fair Practice. The parties agree to comply with the provisions of the Code of Fair Practice (Ethical Standards Section of Chapter 1 of Professional Relationships). Dependable Website Company warrants and represents that, to the best of its knowledge, the work assigned hereunder is original and has not been previously published, or that consent to use has been obtained on an unlimited basis; that all work or portions thereof obtained through the undersigned form third parties is original or, if previously published, that consent to use has been obtained on an unlimited basis; that Dependable Website Company has full authority to make this agreement; and that the work prepared by Dependable Website Company does not contain any scandalous, libelous, or unlawful matter. This warranty does not extend to any uses that Client, Client’s Agents, or others may make of Dependable Website Company product. Client expressly agrees that it will hold Dependable Website Company harmless for all liability caused by Client’s use of Dependable Website Company’s Services, to the extent such use infringes on the rights of others.
20. Force Majeure. Neither party shall be liable for failure to comply with any of the terms of this Agreement if and to the extent that such failure has been caused by fire, war, act of terrorism insurrection, government restrictions, labor stoppage, inability of carriers to make scheduled deliveries, pandemic, epidemic, natural disaster, and force majeure or other causes beyond such party/s reasonable control, and any date shall be extended to the extent of any delay resulting from any force majeure event, provided that the effects of such cause could not have been reasonably avoided or circumvented by the non-performing party, and , provided further that the non-performing party shall promptly give notice to the other party and shall exercise all reasonable efforts to resume performance as soon as possible.
21. Headings. Headings of this Agreement are for the convenience of reference only, are not intended to define, limit, or describe the scope or intent of any provision of this Agreement, and shall not affect the construction of any provision of this Agreement
22. Severability. If any term or provision of this Agreement or the application thereof to any person or circumstance shall, to any extent, be invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision of this Agreement shall be valid and be enforced to the fullest extent permitted by law. If any term or provision cannot be reduced or modified to make it reasonable and permit its enforcement, it shall be severed from this Agreement and the remaining terms shall be interpreted in such a way as to give maximum validity and enforceability to this Agreement. It is the intention of the parties hereto that if any provision of this Agreement is capable of two constructions, one of which would render the provision void and the other of which would render the provision valid, then the provision shall have the meaning which renders it valid.
23. Notice. All notices or other communications required or permitted under this Agreement shall be in writing and may be personally delivered or sent by fax or transmitted by overnight courier or by certified mail, return-receipt requested, postage prepaid, addressed as follows:
Notice given in accordance with the terms hereof shall be deemed received on the date of receipt if personally delivered or sent by fax during normal business hours, the three business days after posting if transmitted by certified mail or one business day after depositing such Notice with an overnight carrier. Any party hereto may change the address for receiving Notice by notice sent in accordance with the terms of this Section. The inability to deliver a Notice because of a changed address of which no Notice was given, or rejection or other refusal to accept any Notice, shall be deemed to be the receipt of the Notice as of the date of such inability to deliver, rejection or refusal to accept.
24. Successors’ Additional Acts. This Agreement shall inure to the benefit of and be binding upon the parties and their respective successors and assigns. The parties agree to execute promptly such other documents and perform such other acts as may be reasonably necessary to carry out the purpose and intent of this Agreement.
