This Web Developer Agreement (hereinafter the “Agreement”) dated on the date of checking user added products out.
BETWEEN:
Make Lots Foundation, a nonprofit organization, located at 2501 Michelle Court NE, Rio Ranco, NM 87144
(Hereinafter referred to as the “Developer”)
–And-
Client, located at the location from checkout information.
(Hereinafter referred to as the “Client”)
BACKGROUND
The Developer is a nonprofit organization having the goal of giving fledgling business owners a professionally designed website at a very low cost;
- The Client desires to retain the services of the Developer as they have the necessary experience and abilities to provide the Web Development services to the Client and the Developer agrees to provide such services to the Client on the terms and conditions set out in this Contract.
IN CONSIDERATION OF the matters described above and of the mutual benefits and obligations set forth in this Contract, the receipt and sufficiency of which consideration is hereby acknowledged, the Client and the Developer (individually the “Party” and collectively the “Parties” to this Contract) agree as follows:
DEFINITIONS
In this Agreement the following terms will refer to the following definitions:
“Agreement” refers to this agreement including “Annexure A” attached to this Agreement;
“IP” refers to all Intellectual Property Rights in the Website including appearance, designs, graphics, source code, name, look and feel of the website, excluding the Intellectual Property Rights in the Third Party Materials;
“Development Services” refers to the designing, development, Testing, Deployment, hosting, and maintenance of the Website;
“Effective Date” refers to the date of execution of this Agreement;
“Annexure” refers to “Annexure A” containing the scope of work attached to this Agreement;
“Services” refers to any services that the Developer provides to the Client, or has an obligation to provide to the Client, under this Agreement;
“Website” refers to the Website ( see order information ) created by the Developer for the Client in the course of the provision of the Development Services;
“Term” refers to the time period of existence of this Agreement,
Article 1 – TERM
This Agreement shall come into force upon the Effective Date.
- This Agreement shall continue in full force and effect until the on-time agreed-upon monthly payments by the Client to the Developer.
Article 2 – DEVELOPMENT SERVICES
- The Developer shall provide Web Development and other related Services to the Client.
- The Developer shall use all reasonable endeavors to ensure that the Development Services are provided in accordance with the scope of work set in the Annexure.
- The Client acknowledges that due to the minimal fees charged by the Client for the development of the website, the IP of the website shall always remain the property of the Developer. The Developer hereby grants the Client an exclusive, revocable license to use the website for their business purposes.
- The Client may not modify, sell, assign, license, or transfer the developed website to any third party without the prior written consent of the Developer.
- The website may not be transferred to another host without the prior written consent of the Developer.
- On and from the date of delivery of the website to the Client, the Developer shall retain full ownership of the website.
- The ownership of the source code, appearance, designs, graphics, name, look and feel of the website shall remain with the Developer.
- The assignment includes the right to bring proceedings in respect of past infringements of the assigned rights, and to recover damages or benefit from any other remedies in respect of any past infringements of the assigned rights.
Article 3 – CLIENT OBLIGATIONS
- To the extent that the parties have agreed otherwise in writing, the Client must provide to the Developer, or procure for the Developer, such cooperation, support, advice, and information as are reasonably necessary to enable the Developer to perform its obligations under this Agreement.
Article 4 – PAYMENTS
- The Client shall pay an initial amount agreed upon on checkout for web development as the fees of the Developer in accordance with this agreement.
- The Client hereby agrees to pay a monthly payment stated on checkout page as a hosting fee to retain access to the website and for the website to remain visible.
- The monthly hosting fees shall be payable once every month starting on the day of checkout.
- The Developer shall issue invoices for the Charges to the Client.
- The Client must pay the Charges to the Developer upon the issue of an invoice.
- The Client will pay the Charges by direct bank transfer using such payment details as notified by the Developer to the Client or any feasible mode of payment to which both parties agree.
- The Client must retain all the receipts of the payments to the Developer. Each of the parties to this agreement shall be responsible to pay their own applicable taxes.
- In the event of any due payments from the Client, the Client may lose access to the website.
Article 5 – WARRANTIES
- The Developer warrants to the Client that:
- The Developer has the legal right and authority to enter into this Agreement and to perform its obligations under this Agreement;
- The Developer will comply with all applicable legal and regulatory requirements applying to the exercise of the Developer’s rights and the fulfillment of the Developer’s obligations under this Agreement; and
- The Developer has or has access to all necessary know-how, expertise, and experience to perform its obligations under this Agreement;
- The website as provided will conform in all material respects to the scope of work and Specifications provided by the Client;
- The website will be supplied free from viruses, worms, Trojan horses, ransomware, spyware, adware, and other malicious programs; and
- The website shall incorporate security features reflecting the requirements of good industry practice.
- The Developer warrants to the Client that the website when used by the Client in accordance with this Agreement will not breach any applicable laws.
- The Developer warrants to the Client that the website, when used by the Client in accordance with this Agreement, will not infringe the Intellectual Property Rights of any person or entity in any jurisdiction and under any applicable law.
- Both of the parties’ warranties and representations in respect of the subject matter of this Agreement are expressly set out in this Agreement. To the maximum extent permitted by applicable law, no other warranties or representations concerning the subject matter of this Agreement will be implied into this Agreement or any related contract.
Article 6 – LIMITATIONS AND EXCLUSIONS OF LIABILITY
- Nothing in this Agreement will:
- Limit or exclude any liability for fraud or fraudulent misrepresentation;
- Limit any liabilities in any way that is not permitted under applicable law; or
- Exclude any liabilities that may not be excluded under applicable law.
- The limitations and exclusions of liability set out in this Clause or elsewhere in this Agreement will govern all liabilities arising under this Agreement or relating to the subject matter of this Agreement, including liabilities arising in contract, in tort including negligence and for breach of statutory duty, except to the extent expressly provided otherwise in this Agreement.
